New Ultimate Spider-Man
by Exile037
Summary: Terry Komori former Scarlet Spider takes on the mantle of Spider-Man, after the death of Peter Parker and his parents. Terry must discover the hidden secrets of his parents and protect New York City. Can he do it with the help of Spider-Boy, Spider-Woman, along with the help of a new Scarlet Spider and the return of Harry Osborn? Find out as he's the New Ultimate Spider-Man.
1. the Bite

Earth's atmosphere, a tiny gasous entity aproaches the air space as it crashes towards it's destination. In the middle of the woods two couples are in a driving when suddenly, as the entity turned comet struck the ground right in front of them as they pulled to a stop. The couple step out of the car and slowly approached the comet.

"What is it?" said the woman

"I don't know, let's see what the guys at the lab have to say about this." said the man

Monday 10:25 p.m unknown lab facility

A group of scientists are studying the effects of the comet on animal and insect life. One by one, some test subjects were dealing with unknown sysptoms that lead to an increase of comet radiation, strenghten bone structure, increased muscle mass, everything they could find to explain the comet. But there seem to be a batch of species that had successfully bonded with the substance.

"It seems GX-137 Orion strain has bonded well with the spider delta batch." one scientist says

"In any case, we'll send this batch to ESU as soon as possible."

Tuesday 12:45 p.m New York, ESU

A collection of students are on a tour in the genetics lab, they are accompanied by a balding man with glasses and a lab coat giving the tour. And at the end of the line, there was a 16-year old asian-american boy teen with american descent along with dark combed forward hair and dark eyes. Unknown to him, a spider with a delta sign on its back slowly made its ways to his hand. Then all of a sudden, he was bitten by the delta labeled spider.

"Ow!" the 16-year old said. he watches the delta signed spider left as he checked his hand. He then looked at rest of the spiders but at the last label, there's is a label of the spider that bit him.

"Species delta successfully bonded with unknown substance in GX-137 Orion strain along with minium dose of OZ-compound radiation." "What is this?" he said to himself

"Mr. Komori, Terrrance this way" said the balding man.

"Yes sir." said Terry

Few hours later, The Bronx Komori residence

An Asian-american male with black hair and a light stubble, japanese heritage reading a newspaper and a american woman with blonde hair and green eyes was cooking in their early-fourties.

"I have to say even though I was a spy for the government, politics still haven't change. All this talk about mutants, it's just hot air everyone's blowin' as they got nothing to talk about." said Mr. Komori annoyed

"Bryant, everyone's paranoid. Not just at mutants, but people with technology, superhuman powers, magic, aliens that invade New York a year ago." said his wife

"God forbid, they put a bill called a superhuman registration act because they're scared of superhumans. And if they do, it will not end well." replied Mr. Komori in a calm but concerned tone

"That reminds me Bryant, I need you to take Terry out so I could get everything ready for his birthday this week." said Ms. Cole her in maiden name

"Alright, alright. But I gotta tell you Hope, a couple more years and we'll have the whole house to ourselves." said Mr. Komori as he smiled

A door opens to reveal Terry Komori as he walked in, closed the door and put his backpack in the closet. he began to walk to his room.

"Terry, are you hungry?" asked his mom

"No thanks. I already had a bite." he replied walking past them

"You alright, son?" asked his dad

"I just gotta laid down for a while, everything's fine." answered Terry

He walks to his room and closes the door.

Both his mom and dad looked at each other with confused looks. "What was that all about?" said his dad

Terry lands his shirt on his bed to reveal the 16-year olds physique. His head starts spinning as he suddenly falls on his bed and on the floor with a blanket covering his upper body as everything went black.


	2. Spider Powers Rock!

Chapter 2: SPIDER POWERS ROCK

Wednesday Bronx, Louis residence 7:00 a.m.

It was 7:00 in the morning as Terry woke up and noticed he had blacked out from yesterday. He gets up on the floor and looks at his mirror to find that his body was changed to an athletic build. His eyesight had changed from night vision to another source that gave him more focus of his surroundings and environment. All of a sudden, Terry's eyesight and vision returned to normal.

"Terry, are you up?" a voice which he knew was his mom's.

"Yeah?" he replied

"Get downstairs! You're going to be late for breakfast."

Terry then get dressed as he put a black shirt with blue jeans and a white hoodie to go with it. He then head downstairs and did a wall run down the stairs as he jumped in which surprised his parents.

"Thought you were sick." said his dad

"Well, I got better." replied Terry

Terry sat down and ate breakfast, grabbed his backpack and left the house.

Outside, Pelham high 2:55 p.m.

Terry was heading towards last period as he left his locker and bumped into her friends a latin-american 16 year old boy with brown hair and hazel eyes who was Dante Cruz and a african-american 16 year old girl with long black hair and grey eyes who was Laura Day. they both were the same age as Dante.

"Hey, Terry!"

"Yo, Dante! Laurie! S'up."

"Just two days left and you're sixteen." said Luarie

"It's nothing special." said Terry

"Hey, let's skip last period." said Dante

"Count me out." said Luarie

"Are you serious? It's just study hall." said Dante

Luarie just walked to last period along with Terry.

"Dude, come on!" said Dante

"Dante, it's not like we have work to do in study hall. Besides, it'll be over in 5 minutes anyway" Lin replied

"Exactly. So let's cut class." he replied

The school bell rang as everyone left the school. Terry, Dante and Laurie were talking about what to do this summer. Dante had noticed every girl in and out school was flirting with him for some reason. Dante gave him a thumbs up while the boys gave him deadly and jealous glare.

"Dude for some reason, every girl wants you. What you do?" asked Dante

"I don't know. I barely ask any of the girls here. anyway, where you guys heading for the summer?" asked Laurie

"I'm going to Hawaii. What about you, Laurie?" said Dante

"I'm going to visit my family back home. Terry?" asked Laurie

"I got to help some kid out before summer starts. Just two days left and i'm done for the summer." said Terry

"Isn't that him over there?" Laurie said as she pointed out a 12 year old african-american boy who looked to be mixed with peurto rican. He was walking with a chubby kid.

"Yeah, that's him. Hey Miles, come here!" yelled Terry as he waved at him.

Miles walked up to Terry and his friends as Miles' friend followed him.

"So you're Miles? Hi, I'm Laura." she replied

Miles and his friend just stood there frozen and didn't know what to say. Terry knew that Miles was to scared to talk to girls at his age, the same went for his friend Ganke. Dante just laughed as the two boys were miles away.

"Anyway Miles, do you still need any help with your work?" asked Terry

"Actually my parents are getting other tutor for me. They already settled it with your parents." replied Miles

"How old are you?" asked Laura

Miles and Ganke just stood there frozen by not giving an answer to Laura. Dante just laughed again and sighed.

"They're elven years old from what I can tell." Terry answered

"You two still can't talk to girls?" said Dante while he received a hit to the arm from Lin as he rubbed his arm.

"Why you hit me for?" said Dante with Laura pointed a jock from a rival school who was behind Terry ready to punch him.

Terry then felt the back of his head rang when suddenly, someone tried to hit him but missed as Terry did a double kick to the person's chest. He sees that it was a low life bully who was a rival school jock he just him that looked him at angrily. Hector and everyone else just stood there as Terry had took down the rival jock with one move. The jock retaliated as he launched a left jab at Terry but he easily dodged it. The jock launched a left and right jab as Terry dodged both hits. The jock threw a huge jab but Terry dodge down. Terry just smirked as the rival jock sent both jabs only to be caught by Terry by both hands. With Terry having the upper hand, he used a right jab and launched it at the jock's chest only for the jock to be sent flying to a trash can.

Everyone looked at Terry with some cheering and the rest shocked as the same went for him.

"Terry, you were awesome!" said Dante

Terry just left the fight scene he and the jock had and ran away from it. as he ran away, he stopped at an alley way. Terry paused and slowly looked at his hand. He notices that there were tiny hairs like a spider on his hands and possibly on his body. He then placed his hands on the wall the same went for his feet. Terry crawled the wall like a human spider, while he stopped and smiled.

"WHOOO!" said Terry he jumped threw the roof of a buling and landed. He sprinted and made another leap to a roof and make a complete stop at the last roof as he saw a crane on top of a small building. He then make his hands to shoot webs like spider-man did when he used webs, and used the exact same way. He then squeezed his fingers on the palm of both his hands and both his thumbs on the knuckle of the index finger as web shot out from his hands.

Terry at that moment smiled and used his left hand to aim at the crane as the web pulled him towards the edge of the roof. he took a deep breath and exhale as he prepared to swing across the crane, while he jumps off the edge and is swung across the crane only to run in a brick wall and fail off the wall. As he is hurtled in the air, he closed his eyes and prepare for the worst but suddenly, he found himself unharmed from the fall. He opened his eyes and they went wide as Terry realized he was floating. He wondered could he possibly fly as he falls to the ground and landed on his feet and hands.

"I can't beleve it. I could fly. Okay, let's go over this over again: I have spider powers just like spider-Man, but I could floated in the air. How is that possible? wait a minute." said Terry

Terry now remembered that the spider with the delta label on its back modified by the GX-137 Orion strain along with the OZ-compound possible altering his DNA or modifying it. Terry then decided to see if he can shoot webs like Spider-man when and did the same way, as his hand shot out webs. He looked at his left and right hand as he did it again, only for webs to come out from his hands.

"Oh yeah! I can shoot webs!" he said as Terry webbed sling to a rooftop

He then decided to head home and started to do some research.

'I remember that every girl in school flirted at me, including the cheerleaders. While the time I fought that jock that tried to hit me, and having two sets of eyesvision. I have some sort of pheromes that made girls go wild for me, while for the men tend to go aggressive and out of focus, stick to walls, shoot webs, had night vision along with some sort of predatory focus sight, and flight.' Terry thought from that point

"I'm becoming like Spider-Man." he concluded


	3. Reunion

Chapter 3: REUNION

One year later, Malibu high, LA 3:05 p.m.

It has a full year since he gained spider powers that day I went to ESU field trip, and now he's been in Los Angeles after his family moved and becoming a crime fighter by dawning himself as the Scarlet Spider while training for the part with everyone in LA thinking he's Spider-man. A lot has changed over one full year, a god tried to take over new york but was stopped by a man with his skull on fire calling himself the Ghost Rider. A mutant attack in New York had made the government adopt to anti-mutant policies, but it was mostly caused by Doctor Doom. And today is the day that Terry heads back home with his mother and father waiting for him.

Terry got a call from his phone. he looked at the caller id to find out that it was an old friend back at New York.

"Yo, what's up!" Terry said on his phone.

"Hey, man! Nothing much, me and Laurie are out too. viva la Freedom!" said Dante

"I know, right? so you two still going to ESU after you graduate?" said Terry

"Big time, my friend. Oh wait, Luarie wants to talk you." replied Dante

"Terry, you're out?" said Laurie

"Yeah. My parents are heading back to New York tommorrow." replied Terry

"Sweet, it'll be like old times. see you tommorrow." said Laurie

"Same here." said Terry

LA airport 6:30 p.m

"I can't believe my little baby boy is close going to college." said Terry's mom

"Hope, don't embrass the boy. Besides, we're going with him and I still getting our stuff moved back to the new place." said his dad

"There's our flight right now." Terry said pointing at the destination to New York

Hours later New York, JFK airport

"It's good to be back." said Terry getting out of the airport

"Terry, we're going to the new place. You remember where it is?" said his dad

"Yeah, I still have GPS on the phone. I'll heading out to see Dante and Laurie."

As his parents left, Terry quickly dones his red and blue scarlet spider costume with a large black spider symbol as he stick two webs as a slingshot and flew through the city. He stops and lands at the empire state building to get a glimpse of the city. He then felt the back of his neck buzz when a foot was almost launched at his face as he dodged it. He caught a glimpse of the figure and found it was someone in a red and blue costume with a black spider symbol on his chest who he quickly knew to be Spider-Man. Under his mask, Terry eyes widened when he was face to face with the original.

"Who are you? And why are you stealing my thing?" he demanded

"Relax. I'm not stealing your thing, I'm just here from LA. Prehaps you heard of me, the Scarlet Spider." Terry explained to the web-head

"I know who are you. What I want to know is how'd you get your powers?" said web-head pointing at him

"Bit by a spider, duh." said Terry

Spider-man under his mask, his eyes begin to widened as he heard how Terry got his powers, he realized he was just like him. With his hand on his chin, Devon wanted to ask him one thing.

"I just have one question: Why did you become Spider-Man." said Terry

"Because my uncle ben told me: with great power comes great responsibly. I make a vow the day he was murdered that I would protect the innocent and everyone I cared from these who would harm them." said Spider-Man

"Your uncle sounds like a wise man. And you do well to honor him and his words of wisdom." replied Terry

"Thanks, that means a lot to me." said Spider-Man

Spider-Man and Scarlet Spider spider-senses tingled to the disturbance at a nearby bank. He and Spider-man reached to a bank robbery in progress as five armed men accompanied by a man in his thirties with a purple trench coat with devices on his hands who was known as the shocker.

"What's this guy's deal?" asked Terry

"Herman Schultz aka Shocker, worst bad guy ever." said Spider-Man

"And this is the worse villian ever." replied Terry

"You take the thugs, I'll take shocker." said Spider-Man

"Only if I get to hit shocker first." said Terry

"Deal." said Spider-Man

"Anyone moves and their roadkill!" said Shocker

A finger then patted shocker's shoulder as he turns around only to receive a fist to the face by Terry that sents him flying towards the wall face flat as Terry manuevers and kicks two armed thugs towards the chest. He pointed at Shocker and said

"You got suckerpunch by yours truly!" said Terry

"You?! I thought you were in LA scarlet bug!" Shocker said as he shot his blasters at Terry who dodged the attacks easily only to be kicked in the head by Spider-Man

"Oh come on Herman, be nice to our new quest. He's just enjoying the moment." jokingly said Spider-Man.

They fought the other armed thugs while hit the last thug with a backwards kick to the face. Terry distracted shocker by shoot web balls at his face just for Spider-Man to web his blasters and punch him square in the face. Terry looked around to find one of the thugs missing. He then webbed the thugs on a light pole as he web zip to a building waiting for Spider-Man to come up.

"One of them's gone. Shouldn't we look for him?" Terry asked

"Don't worry, I tied him up to a pole. We'll let the police get him out." said Spidey

"I gotta say, I enjoy kicking ass. " said Terry

"How old are you anyway?" said Spider-Man

"Seventeen. And judging by that whimpy voice of yours I say, you're at least the same age or a year younger than me." Terry replied

"I could be, or I couldn't be." said Spider-Man

They both talk for about a few minutes as Terry checked his phone. His eyes widened under his mask as he put the cell phone back in his pocket.

"Oh, man. Listen, I gotta go. see you later web-head." said Terry

He jumped down the building and began to flew towards his destination. After he reached the destination, he changed back into his plain clothes as he jumped down at the alleyway and walked out as he headed straight toward an arcade in Manhatten. He then noticed two familair faces to him. It was an 17 year old Dante and Laura who walked and greeted him.

"It's good to see you guys." said Terry giving him a man hug

"Terry, it's been to long." said Laurie hugging warmly

"Dude, when did you get green eyes?" asked Dante

"What?" said Terry dumbfounded

Laurie then pulled out a small mirror and showed him. Terry eyes were pure green.

"Dude, I got it from my mom's side. I guess they were dark and you seeing them now, is new to you guys." answered Terry

"You already signed up for ESU?" said Laurie

"Yeah, I'll be in a minute I just have to make a call." said Terry pulling out his phone

"Hey dad, I just want you know I already signed in for the dorm." said Terry

"Alright then, I need you to help me settle things at the new place tommorrow." said his dad

"Good, I'll be there tommorrrow since I'm staying with Dante for the night. Bye." said Terry

Six months later

Terry had stayed in New York with his parents for the rest of his life, hanging out with his friends and Spider-Man. Along the way, getting a job at Empire news as a photographer. Terry enjoyed it with the friends he knew and his family here with him.


	4. Everything Changes

Thursday Queens, New York 9:15 a.m

Terry woke up with the same clothes he went to sleep in. He then decided to get cleaned up and put some clothes. He now wore a black hooded jacket along with a blue t-shirt, cargo pants and tennis shoes as he left in his room. As he got outside he changed into his costume went downstairs to meet his mom and dad in their new house.

'For the past months, I've been with my parents along with Dante and Laurie for the rest of my life. Mom got rich with an inheritage from her parents that we had an estate in Queens. Apparently, my mom worked at a place called Horizon labs and so did my dad for a while back. So, I've pretty much been living in the estate for the last months.' Terry thought

"Morning, mom." he said he hugged her and went inside. He found his father working on a couple of things before he noticed Terry.

"Terry come here, I have to show you something real quick. Take a look at this beauty." his dad said as he showed Terry some type of watch but appear to look a little bit high-tech to him though.

"What is that?" asked Terry

"It's called the Wrist Morpher. It's nanites and an unknown substance used to create an andvanced suit, but this is just a prototype that never saw mass production. It's pretty hard to come by these days." said his dad

"So, how does it work?" asked Terry

"The instructions are right here on this watch. So listen, your mother and I have to go for a while. We have to make a few errands for ourselves." replied his father

"Bryant, I'm ready when you are!" his mom shouted waiting for him from the door

"In a minute!" he said as he looked back at his son

"Terry, remember what I told you about the Green Samurai when you were young?" his father asked him

"Yeah, he fights for honor and peace." answered Terry

"He also fights for truth. Because not only he is a person, but he is an ideal for others to take in his place. So others can follow his ways, as they fight for his honor. Remember that." his dad said as he and his wife left.

Both of his parents left after he put on the wrist morpher. He carefully read the instructions until it was 3:00 as he begun to change the suit, a hologram of the suit blared up. He started to turn the suit into the Scarlet Spider he once wore but had the suit look white but the lenses were black along with there being a long black spider symbol. Terry have to figure out the settings later, but first he decided to head out for some food as he was starving. Terry then decided to wear his costume before using the wrist morpher and swing around to find a diner or burger joint. Luckily for him, he found himself a diner as he walked in.

He sat down at the stool as the waitress walked towards him, ready to take his order.

"I'll take a cheeseburger here stat." said Terry

For a few minutes, Terry was eating his food and watched the news as the world still had problems with mutants. Sooner or later, he knew they would try a superhuman registration act someday just like his father said.

'No matter where I go, people are always afraid of mutants, superhumans, and everyone else. I just hope it doesn't come to that they outlaw being a hero or something worse' he thought as he looked at the news to see a building on fire.

"Check, please." said Terry as the waitress gave Terry a check as he paid for it. He walked out the diner sprinted towards a alley way and decided to use the wrist morpher as a first trail but changed the suit into a red suit with white lenses and a large black spider symbol instead. Terry could feel the nanites and the substance going through his entire body. As his skin was atttached with his costumized suit, he then swung through every building until he finally found the burning building. He was about to do save anyone trapped in the building until, he noticed a familiar boy he once tutored leapt towards the building and started wall crawling.

"Miles? Time to use my Spider vision." said Terry under his mask his eyes turned bright green and saw a genetic structure within miles. 'Miles has altered DNA from a spider just like me. But, it's only from the OZ-compound. Which means he has spider powers just like Spider-Man and me, but not from the Orion strain.' he thought

'I'll jump in when I need to but in three seconds, I'll jumped in to help him out.' Terry thought

Terry saw that Miles pulled a woman out of the window as she landed on a fire mat. Terry then saw Miles go inside the burning building as Terry looked down and saw Miles' friend Ganke and everyone else starting to get worried until suddenly, Miles jumps out of with a little girl and a puppy and lands on the mat. Terry was impressed that the kid he tutored was his first step in being a hero, but felt that Miles didn't want anything to do with it. Terry then saw Miles leaping building to building and followed that lead him towards an alley a couple of blocks from the burnt building so he decided to talk to Miles.

"That was pretty heroic what are you did, Miles." Terry said as Miles jumped out while Terry lands his feet on the ground.

"The Scarlet Spider? What are you doing in Brooklyn?" asked Miles

"I come here to stay in New York. So, how'd you get your powers?" replied Terry

"You wouldn't believe me." he said sadly

"You got bit by a spider, did you? Knocked you out and the next thing you know you have spider powers? Yeah, the same thing happened to me." said Terry

"Look, I know what you getting at but I'm not a superhero." said Miles as he looked down on the ground

"Miles, you saved those peoples' lives, you saved that little girl and a puppy, and you went in regardless people think you're different than them. You're a hero, kid." said Terry as he handed Miles a halloween costume but modified it with his wirst morpher. Miles looked at it and saw a black suit with a red spider symbol on the front and a larger one on the back along with red webbing patterns and white lenses.

"Whenever you change your mind. Later Miles, and watch yourself Spider-Boy." said Terry joked at Miles before he leapt up the building and swung through the city to hang out with Hector and Laura so he called them up and see what were they doing. He stopped on a flag pole and called them.

"Hey Laurie, what are you and Dante up to?" said Terry

'We're pretty much where everyone else is watching the football game Midtown is having.' said Laura

"Alright. I'll make my there as soon as-" said Terry until he saw two police cars and a ambulance pulled over the street

"Laurie, I'll have call you back." said Terry as he quickly changed his clothes and make way to the crowd. Terry gently move the crowd out of his way until his eyes widened as he saw his parents, the two people he cared about bleeding in front of him.

"MOM! DAD! What happened?" Terry yelled

"Runaway suspect. They've both been shot." said the policewoman

With a tears dropping from his eye, Terry approached his parents. his mother and father looked at him and said "Terry, we're sorry this had to happen."

"No, NO. you can't die on me. Come on dad, you and mom have to stay with me!" said Terry

"My baby boy, now a man. A proud one at that." said his mom as she started to cough badly along with his father

"Terry, I just want to say that we'll always been proud of y -" said his father die in front of his son's eyes. Terry looked down as he was holding back the tears as sadness clouded him. He balls his fists up with rage as walks away from the sight with his dead parents and changes into his costume in alley. Terry climbed building to building as the he leapt off swung to a pole which landed him a roof, while he leapt to a water tower and he jumped and land on top of the roof on a building in all fours. Terry looked down when he police cars chasing his dad's car and under his mask, he narrowed his eyes.

Terry took a few steps up on the roof and took a deep breath as he ran off the roof and flew in the air when suddenly, he started to lose control. He screamed with shock that he was falling and started to swing his webs as he swung with velocity as he followed the chase. He landed on the roof of his dad's car by punching a hole and tried to grab the wheel only welcomed with a few gun shots he easily dodged and jumped in a truck, as he afterwards jumped off an expressway and jumped on the front side of the stolen car and punched the window. His spider-sense came up as the car was near a gate and jumped off with when the gang member went to an abandoned building.

The building was so dark, that gang banger had his gun loaded not knowing what will happened next. Police lights circle the warehouse as a mysteriosus shadow appears and stares the thug.

"Who's there?!" said thug

The thug saw the shadow as he shot and missed.

BLAMBLAM

He makes his way door to find out that it's locked as the shadowed figure bashed the thugs head on the door and pushes him. The thug than pulled out his knife as the figure dodged the blows and kicked it towards a support beam. the figure hangs from the knife and stroke two kicks to the thugs chest. Frightened and terrorfied, the thug pulls himself back to a window because of fear.

"Just give me a chance, just give me a chance!"

The figure appeared to be Terry as the mask was moved off him with anger and rage being projected towards the thug.

"What about my parents? Did you ever gave them a chance? DID YOU?!" Terry said as he grabbed the collar of the thugs towards the window.

Terry's eyes widened as he saw who it was, it was one of the thugs the Shocker had, the one that was taken away. The thug just laughed as he pulled a knife towards his face with a devious grin on the thug's face as he laughed.

"See ya." the thug said then prepare to stab Terry, but Terry grabbed the thug's arm and snaps it. With the thug paranoid, he aimed the gun to Terry's head. Terry begun to launch a punch to the thug but all of a sudden, strange energy had came off from his hand as the thug was blasted through the window falling to his death as his eyes popped up shocked. Terry then noticed the police surrounding the building as he fled the scene. However, Terry stopped at a hospital in Queens where his mother was being taken. Terry waited for a while, as the doctor appeared.

"How is she?" Terry asked the doctor with his head down

"The bullet wound that inflicted on her chest caused internal bleeding. We did what we could to help her, but she didn't make it." the doctor said with Terry down his knees and tears coming out of his eyes.

Terry arrived back home to found that Laura had her mouth covered along with three people that stayed in his house was his 51 year old uncle Joseph Cole who was his mother's brother. Terry's older sister Kim and Sarah Thornweb who was the maid, family friend, and caretaker of Terry, and Dante looking down at the TV. Terry turn himself to the tv but what he saw make his eyes widened with shock. He saw a red-haired girl along with a blonde girl and an old woman mourning a 17 year old who was actually Spider-Man who just died.

"How did this happen?" said Terry

"The Sinister six were at the parker residence waiting to kill spider-Man and his love ones. The Human torch and Iceman got taken down by them only leaving Spider-Man and the Green goblin to duke it out with Spider-Man hitting him with a truck. Spider-Man won but an explosion blasted him and along the way killed him." Dante answered sadly

"He's not the only dead. Guys, my dad is.. dead." said Terry

"And your mother?" his caretaker said looking him in the eyes

"She didn't come out of it." he finished off looking down

Terry told them what happened with his sister crying on Dante's shoulder as Sarah tend to comfort her. While his uncle put his hand on his nephew's shoulder with Laura comforting him. they agreed that they call in a family friend their parents knew in New York a call and a requested a funeral for a few days.

Few days later, Thursday cemetry 11:35 a.m.

'It's hard to see the ones you cared about and love the most die in front of you. You tell yourselves: they didn't deserves this, or it wasn't their time, but somehow life and death row around us in a cycle. This cycle is frequently used and is always used due to time. As it happens, only you or anyone else is suffering for it. In this case, me and others are suffering from this tragedy. Sarah and Uncle Joe filled out the guardian papers making her my legal guardian due to my parents' will, while my uncle went back to LA with my sister. She was my caretaker whenever my parents was too busy with work or something else since I was born. All I have watching me was her from now on.' Terry thought

Terry, Dante, Laura, his sister Kim and a man by the name of Adam Gardener who was a friend of his parents in the CIA like his father along with some old friends his mom knew. They all gathered and made amends for their fallen friends everyone including Terry had their say in the funeral. After the funeral, everyone left expect Terry as he placed flowers over his parents' graves. He then spotted another funeral taking place as he walked forward three people he saw a blonde girl, a red-haired one, and an old woman who he noticed were Spider-Man's loved ones. Terry now realized he was in Spider-Man's funeral as he a caught a glimpse of Spider-Man's name.

"Here lies Peter Parker. loving son and nephew." he whispered to himself as he was noticed by a couple of policemen.

"I need to see your clearance card, kid." said officer

"I don't have a card." said Terry the officer grabbed his shoulder only to be stopped by the old woman.

"It's alright. He can stay." said the old woman

"Thank you. I'll only be here for a couple of minutes." said Terry

Terry stared at the grave of Peter Parker as he looked down and closed his eyes to the hero who he met and possibly a good friend, for a idolized seventeen year old.

"You're nephew was a good man, Mrs. Parker." said Terry

"Thank you. And it's May, just May." said May Parker

And with the minutes past, Terry turned back away from the funeral. But before he would, he looked back at the grave of Spider-man and said

"With great power, comes great responsibly." he quoted

After he said that, he walked away but he felt a touch to his shoulder. He looked to see it was the blonde haired girl from the funeral looking at him.

"What did you say?" said the blonde

"With great power, comes great responsibly. That's what he told me right before he died." said Terry as he walked away from the funeral and went back home. Terry went to his room and opened the door to see that Dante and Laura were sitting down looking at him. She walked towards him and hugged him, while Dante patted his shoulder.

"Are you okay? You didn't come back with everyone else." said Laura

"Yeah, I just need some time alone." said Terry

"Are you sure?" said Dante

"Yeah, please." said Terry

"Alright, I gotta go to work." said Dante

"And I have to go for an audition. Let us know if you need anything." Laura replied

Dante and Laura left his room as Terry took out his funeral clothes and put on a pair of jeans on along with a black t-shirt and turned on the tv.

"In other news, police are trying to apprehend Blackie Drago, A.K.A Vulture. But met with no success whatsoever. Wait, Daredevil has arrived on the scene! While it appears he is attending to apprehend the Vulture, he is also in need of assisstance!" said the newcaster as Terry saw an bald man with a high-tech green and white flight suit with swords as wings taking down the police and fighting a man wearing all red with a devil horned mask wielding batons. Terry wondered should he fight Vulture and takes Spider-Man's place or not. He also remembered what Spider-Man told him: 'with great power, comes great responsibly.' he thought holding a book that was written about every villian Spider-Man had ever faced. How they fought, what would their weakness, weak spots, etc. He flipped to the fourth page were the Vulture was, while he found out his weakness was his harness.

"Alright then, I'll do it. Not just for Spider-Man, but for my parents too. " said Terry as he hits a button on his wrist morpher to change into his costume, but it looked different. It looked like the Scarlet spider costume he once wore only it was black and with a different spider symbol on it was white with a black mask with only the lenses were a little wider and the webbing patterns were grey. Whatever it was, the power of the suit felt good. Real good! He nodded his head in approval as he jumped out the bedroom window and web slings towards the disturbance.

Terry arrived at the scene as he saw Daredevil sent flying back, only for Terry to create a huge web that caught the man without fear on impact. He then had his sights on the Vulture, who was up in the air with a police officer, and dropped him. Terry web-zipped and save the officer along the way, did a swinging kick to Vulture's face that sent him flying back. Daredevil was transfixed seeing another Spider-Man who seemed a bit more experienced.

"YOU! I thought you were dead!" said Vulture

Terry sticked to a wall as he narrowed his eyes and smiled under his mask. He then jumped and start shooting web balls at Vulture only for him to mauever them and grabbed Terry along with Daredevil by bringing them to a roof and dropped him as he landed on his feet. Terry along with Daredevil, took defensive stances with them preparing for the fight.

Terry shot his web to strike Vulture he retailates and strikes with his sword wings but not before, Terry grabbed his foot as he kicked Vulture's chest where the harness was. Terry then released two palm strikes to Vulture's chest along with a right hook to Vulture's head. Vulture pushed Terry away as he sends his sword feathers at him, but Terry manuevers them by running on them shooting his web balls at a few of them and kicked Vulture in his chest that sent him flying to a building. Vulture's wings appeared as he charged Terry only for Vulture to be grabbed from the neck by Daredevil with Terry coming from behind as he used his full strength to swung him towards a building as he crashes. Daredevil landed safely on the ground using his grappling hook from his baton as Terry dodged Vulture's every attack until they were in mid-air with Terry releasing a powerful kick towards Vulture's chest that it slams him to the ground. Daredevil brings his attention to the new Spider-Man as he walked towards him.

"Meet me at Hell's kitchen at 9:00 p.m." said Daredevil as he fled from the scene

With Vulture regaining consciousness, he finds himself stick to a traffic light. He then woke up to see the new Spider-Man staring at him

"Now be a good little birdie and wait here til' the cops come get here to put you back in the coop." said the new Spider-Man as two police cars stop when they saw Vulture webbed to a traffic light along with Terry. They aimed their guns at both Spider-Man and Vulture.

"Hold it right there, both of you! And you, who're you suppose to be?" said the officer keeping his gun pointing at Terry.

"I'm the new Spider-Man, that's who." said Terry as he web slings away from the scene and left. Terry was at top of the Empire state building building with his face showing.

Hell's kitchen, New York rooftop 9:00 p.m.

Terry arrived at Hell's kitchen, just like Daredevil had told as he waited for him. His spider-senses kicked in as he dodged a blow from behind, only to see the red suited and horned mask man in front of him.

"What the hell?!" he yelled out

"Who are you?" he demanded

"I'm the new Spider-Man! Why you are trying to hit me?" Terry said

"Hmm. Your heart tells me you where something else before the new Spider-Man." Daredevil replied as Terry eyes were widened under his mask at Daredevil's comment

"How did you-" Daredevil cuts him off

"I have heigthened senses, kid. I can tell if you're lying through your heartbeat." he stated

"Okay, alright. Before I become the new Spider-Man, I was once the Scarlet Spider from LA for a year back and for the past six months before the original Spider-Man died." Terry replied

"Tell me, what made you want to become the new Spider-Man?" he asked him

"Before Spider-Man was killed, My parents were shot. My dad died, along with my mom. I didn't know about Peter Parker's death until I came home that night." Terry answered sadly

Daredevil understood what this kid felt like, such as his experience of losing someone close to him. Daredevil looked back at Terry seeing someone who wanted no one to suffer that way, ever again.

"I promised that I will protect this city from those who would harm innocents. I will protect this city because I'm told that with great power, comes great responsibly." Terry said with a strong tone

Daredevil looked at him for a moment and smiled at him, which surprised Terry at that point on. He chuckled and turned back as he prepared to leave, but he looked back at Terry with a grin.

"You're clear, kid. It seems you got his determination. And one last thing, make New York proud." he said as he jumped from the rooftop and into the shadows. Terry saw he vanished and decided to web sling away from Hell's kitchen

'So now people know there's a new Spider-Man in town. I got a couple of hours to spare before I hit the hay. But one thing I wonder is this: how will the city react to a new Spider-man? I guess I'm gonna have to get use to what people say. I will say this though: I will become the best Spider-Man I could be and watch over this city.' he thought as he jumped from the roof and swinged across the city for the remainder of the time. Terry stopped three robbery, three muggings, and four car chases. With Terry tired, he headed back home to get some rest.

two weeks later Midtown high, friday 2:55 p.m.

"Crap, crap, crap!" said Terry he bolted through school campus to reach his class while handling an armed robbery with him stopping. He slowly approached the class as a caucasian woman in his mid-thrirties gave out a lecture.

"Could someone tell me what is the solution of Mercury is? said the woman turning away from the board

"Ether." replied Terry

"Excuse me?" asked the woman

"The solution is ether, Ms. Walsh." he said

"Yes Mr. Komori, that is correct. And here I thought you would be late as usual." said Dr. Walsh

"Well, not today." said Terry

The bell rings as students in the classroom got up from their desks and left the room. Terry got his things and left the room along with his friend Dante.

"I went to find out if I can get a raise at Empire News and along with this new industry, Horizon labs for internship." said Terry

"So, what they say?" asked Dante

"Horizon labs said they were full, and Empire News told me McDonald's was hiring." said Terry

"Dude, all the fries you can eat. You won't even have to super size." replied Dante

They felt a hand on their shoulder. They turn around to see Laura walking behind them as they smiled and waved towards her.

"Did you guys hear about that Spider-Boy taking down that kangeroo guy last night?" she asked

"Yeah, I heard about it last night from the news. How does one guy who gets his ass kicked so much and then out of nowhere does one touch to that kangeroo guy that he gets knocked out? Some sort of kung fu or vulcan nerve pinch thing goin' on I guess." said Dante

"Anyway, you guys going to the party tonight at 8 o' clock tonight?" asked Laura

"I'm in." said Dante

"Me too. I'll get there as soon as I can." replied Terry

New York rooftops, 7:45 p.m.

Terry stood on the edge of the roof in his spider suit, viewing the city and in total awareness for any suspicous activity. 'Okay, let's go over this again.' he thought as he swung building to building 'There are some people that agree with a new Spider-Man and there are those who hate the idea. I should have expected this after all. ' he thought while he landed on a building.' But that doesn't mean I've given up. I will never give. This is for my parents and Spider-Man. I also need to do this for them, and for Peter.' he thought as he leapt to a building. But out of nowhere, his spider-sense popped up while his head was hit from an unknown figure.

Terry landed on his back on the rooftop of another building, as he groaned with pain rubbing his head. the figure landed in front of him as he was knocked down from the figure. The figure was a woman in a red costume with a white spider along with her face covering up with a mask expect her hair.

"Who the hell kicked me?" asked Terry rubbing his head with his vision a little bluring

"I did. I'm Spider-Woman and who are you?" she said


	5. Meeting the Ultimates

Chapter 5: MEETING THE ULTIMATES

"I asked you a question! Who are you?!" Spider-Woman spat angrily

"The new Spider-Man. Who are you suppose to be anyway?" said Spidey

"I just said that I'm Spider-Woman. How did you get your spider powers?" said Spider-Woman

"I Didn't know there was a Spider-Woman. How old are you anyway? What are you, fourteen?" Terry said mockingly

"I'm seventeen! Wait a minute! How do you get your spider powers?" Spider-Woman replied pointing a finger at Terry

"I don't have time for this. Listen, I got somewhere to be. So how about y-" Terry suggested while he jumped from behind Spider-Woman but for some reason he couldn't move. He broke free of the web and turned around then saw his mask was covered in web fluid. He broke out and shot two bio electric venom blasts at her, but she webbed his face and kicked him in the chest sending him flying to a wall. Spider-Woman walked towards him and tried to pull his mask off before he stood up.

"Ow! Knock it out! Wait, did you just webbed me?" Spidey said he got out of the web. 'Okay she definitely has spider powers and on top of that, she dodged my BEV blasts easily, due to that she has probably been well trained. BEV means Bio electric venom blasts, FYI if you didn't hear me. Other than her having that well toned spider-sense, I don't even know what to do right now.' he thought. he then mentally slaps his forehead when he remembered there was a power he could use on her. 'Pherome powers! I should've thought of that by now.' he thought as he broke away from the web while releasing his pheromes and web yanked Spider-Woman close to him who looked suspciously at the new Spidey.

"What are you doing?" she said while Terry stroked his hand towards her face. Spider-Woman felt her hormones flaring off for some reason while he was touching her.

"I wonder what you look like under that mask." said Spidey in a seductive way as he touched her mask and pulled it down. He saw she had brown hair but noticed her eyes were closed. 'I gotta admit, she's pretty hot. Not to mention she has a hot body that's slender, sexy, and curvy. Focus, Spidey!' he thought with a small grin under his mask as the lower part of the mask was remove to reveal his chin and lips.

"Well, well, looks like you're cute after all." said Spidey

'Okay, all I have to do is push her hormones up and head to the party without any mishaps.' he thought as he brought his lips closer to her. He then pressed his lips onto hers and placed his hands on her waist, as she tried to fight it, but gave in to the embrace. 'Good, I got her where I want her. Now all I have to have is-' he thought as his spider senses were tingling. He released her slowly and turned around only to be stung in the neck by Spider-Boy, with Terry falling to the ground, close to uncounsciousness.

'Miles, what the hell?!' he thought as he was now being uncounscious and then knocked out.

"Hey, you alright?" Miles said to Spider-Woman

"What? Yes, I'm fine. Thanks for the help, Miles." said Spider-Woman as she shook it off and put her mask back on while she looked at the unconscious Terry.

"I'll take it from here." said Spider-Woman as she checked Terry's pulse.

"Is he alright?" Miles replied

"Yeah, he's okay. he's out cold, but he's stable and breathing." she said.

Unknown location, 8:30 p.m.

Terry was still unconscious but he heard voices from somewhere.

"When I was 17, I thought of joining the military once I graduated." said the 1st voice

"When I was 17, I thought of taking my father's company when I was old enough." said the 2nd voice

"When I was 17, I wanted military or college when I got out. " said the 3rd voice

"He's just a 17 year old high school senior. Nothin' to be worry about." said the 1st voice

Terry eyes started to open his eyes as he found himself in some sort of cell.

"It's not the high school part, it's the Spider-Man part I'm worried about." said a famliar voice

Terry directly looked to the source of the voice with wide eyes to see whom was in front of him. A cacusian man with blond hair along with a bow and arrows. Another man who was african-american with a eye patch and a black trench coat. A man with red and yellow armor on holding a helmet. Last to the group, he noticed Spider-Woman with her mask off revealing a brunette with brown eyes. From that point on, Terry knew he was in the Triskelion now with the Ultimates preparing to question him.

"That's a very interesting costume, Mr. Komori." said eyepatch

"How did you-" Terry said as he touched his face to see his mask was gone when his eyes went wide.

'Son of a bitch!' he thought out loud to himself

"What did he do?" said eyepatch

"What do you mean what did he do? Look at him!" said Spider-Woman

"Not much of a threat." said eyepatch

"Yeah, what exactly did he do other than you and him were making out?" asked Hawkeye jokingly

"We didn't make out! I don't know what happened. We can't let this happen again." replied Spider-Woman

"His bloodwork's back. This kid's the real deal." said Iron man

"Is he a mutant?" Spider-Woman asked

"No, uh, no. He's altered, enhanced, and a little bit radioactive. He has organic webbing like you Jess, but he's more like Peter Parker only different." said Iron man

"What does that mean?" said Spider-Woman while she looked at the bloodwork

"Everyone dismissed." said eyepatch

"I'll stay." Spider-Woman said

"Write it up to your blog. Dismissed." said eyepatch as everyone left. He placed his hand on the door.

"Another one." said eyepatch

The door opens as Terry took a defensive stance.

"Relax, kid. I ain't here to fight you. The names Nick Fury." said Fury with Terry calming down

"How did you get my mask off?" he demanded

"Simple, we used the wrist morpher for that part. After all, we did made it in the first place. But that's not important. How'd you get your spider powers in the first place?" said Fury

"Bit by a spider. Anything else or am I being court martial?" Terry replied annoyed

"No, but if you were eighteen things would be different. We already know who you are and know everything about you. We also know your mom and dad both worked for the CIA." said Fury

"What? no, no, no. My mom was a doctor, not a spy!" said Terry with eyes wide

"Of course she was. She worked with your dad once and went to record analysist after a few missions with him for 8 years. Then after that, like you said a doctor." Fury corrected

"Look, I can see you're disagreeing with there being a new Spider-Man, but I made a promise to watch over and protect this city. So if you have a problem, I suggest-" said Terry glaring as the lights cut off. "What just happen?" Terry suddenly asked Fury

"#%*&!" said Fury as he grabbed Terry's arm and escorted him out while three S.H.I.E.L.D agents appeared.

"Sir, one of the prisoners has woken up. His name is Max Dillion." said the agent

"Which one is that?" asked Fury

"Electro, sir." said the agent

"Alright, I need everyone to secure the perimeter immediately! We can't let him escape!" repiled Fury when out of nowhere, Spider-Woman busts through the window only to be caught in the air by the new Spidey as he landed on his feet.

"Thanks." said Spider-Woman

"All in a day's work." said Spider-Man

Terry sees Nick Fury and a few S.H.I.E.L.D agents shooting Electro but the bullets had no effect on him whatsoever. He let Spider-Woman down gently in order to sneak from behind electro.

"Kid, you need to-" said Fury but there was no trace of Terry. He looked towards Electro only to see a web ball hit his face. Electro turns around only for his face to be webbed, his jaw to be hit with a right hook from the new Spider-Man, and sent crashing towards a forklift.

"Seriously, ow!" said Spidey rubbing his hand

"What in the-" said Electro with widened eyes

"Electro, still all lit-up I see." said Terry

Electro retaliates by sending electrical attacks at Spidey who easily is dodging electro's attacks

"YOU?! I saw you die! How the hell are you not dead?!" said Electro still shoot electric bolts at Spidey only to be missed

"Me? Why don't you have pants on? Dude, nobody wants to see your junk." Spidey said throwing a box at Electro. Spider-Man manuevers around electro and releases a BEV blast towards his chest.

"What did you do?" said Electro as the electricty around him starts to short-circuits

"Nothing much, just gave you a little sting." said Spidey

"Kid, get down!" said Fury shooting three bullets to electro as he fell while Spidey got out of the crossfire.

'I can't believe I fought Electro and won.' Spidey thought

Saturday Komori residence, Queens 3:05 p.m.

'Fury was going to decide on what to do with me after he let me go. I still don't know what'll happen next, But right now I'll just hang out with Dante and Laura today. As for me, I was trying to prepare for what's next to come.' Terry thought with him and Dante in the room along with Laura in Terry's room.

"So you were at the party for thirty minutes before the cops came?" said Terry

"Yeah, there was a fist fight between Flash Thompson and Dwilght Ryan." said Laura

'Dwilght "Streak" Ryan? The guy's ass I kicked a year back? Wow.' Terry thought to himself

"Who won?" replied Terry

"We don't know. But I think it was Dwilght who won that fight." said Dante

"Anyway, I have a friend of mine that's coming here. You guys will like her." said Laura

"When? And is she hot?" asked Dante

There was a knock on the door heard and Terry went to open it. Once he opened it, his eyes widened to see a familiar brunette with brown eyes that wore a long sleeve white collar shirt with a black vest and khakis along with heels. This familiar brunette was Spider-Woman as Laura moved Terry out of the way.

"Guys, this is Jessica Drew." said Laurie

"Hola, senorita." said Dante kissing her hand.

"Settle down, Dante." said Laura

"Why? We got time to-" said Dante when his cell phone rang. he sighed as he left the room.

"That reminds me, I have to go. See you back at my house, girl?" said Laurie

"Sure, Laurie." said Jess

Laura walked out the room only leaving Terry and Jess. Terry snapped out of his trance, as he walked towards Jess who was Spider-Woman.

"What are you doing here? Did Fury put you up to this?" he demanded crossing his arms

"Relax, I'm just here for school now. Also one more thing," she said, while she walks closer to Terry. "Fury wanted me to tell you that he's giving you one chance, one that you earned today. This is your only chance, so don't screw this up. FYI, I met Laura ten months eariler before you came back and we've been good friends ever since. Now if you'll excuse me, I have to go." said Jess as she walked out only for her hand to be grabbed by Terry

"Wait, let's start over. You want to talk for a bit?" asked Terry

"Sure. Why don't we talk at the coffee place at central park from here?" said Jess smiled

"Sounds good to me." replied Terry grinning

Now Terry and Jess with their spider costumes web sling towards Central park as they left the Komori household in Queens together.


	6. the Black Cat

Chapter 6: THE BLACK CAT

CENTRAL CAFE, New York 3:30 p.m.

Terry and Jess sat at a table and talked to each other about their lives. Jess also asked why did he want to be Spider-Man. Terry let out a heavy sigh and explain his story why he did.

"So that's you wanted to be Spider-Man. Not because of Peter's death, but also because of what happened to your parents." Jess said sadly

"Yeah. If I would have known what was going with Spidey, I would've saved him. Instead, I chase after my parents' killer in spite to avenge their death. I didn't just failed him, I failed them too." Terry said with his head down

A hand reached Terry's chin and brought his face upwards. It was Jessie's hand and she looked at him face to face.

"Terry, it's not your fault what happened to your parents. No one see the unexpected coming and nothing can't change it. What you did with Vulture, the Shocker, and Electro, that was amazing. You deserve this Terry." Jess replied smiling

he was about thank her for the pep talk until

"Terry?" said a feminine voice

Terry turned around and saw Miles along with a hispanic woman, possibly puerto-rican with him who Terry figured was Miles' mom.

"Ms. Morales?" Terry said surprised as she hugged him

"My, my. You've grown to be a handsome young man." she complimented to him while rubbed his head now showing his flushed face

"Ms. Morales, you're making me blush. But yeah, I'm known for it." he replied while Jess laughs at the comment

"Miles, I'm about to get in. You want what you had last time?" his mom asked him

"Yeah, sure mom." said Miles while his mom when inside

"It's good seeing you again Terry." said Miles giving him a dap

"I know. We met the other night, Spider-Boy." Terry replied with a grin and Miles' eyes going wide

"Jess, how does he- wait are you?" Miles said

"Yeah, I am." Devon replied rubbing Miles head as he laughed

"Whoa, who would've knew my old tutor was the new Spider-Man. Wait, what was with you and her making out anyway?" Miles said with Terry and Jess both blushing

"We didn't make out!" both said in disbelief with Jess rubbing her head

"Well you see Miles, I have this phernome power that makes female hormones.. go up. Once their hormones flare up, they rush in on me. Not to mention, that it happens when I'm in stress." Terry said looking away not looking at Jess' face who was pretty angry

"Wait, you flirted with me so you could ditch me on that rooftop?" Jess questioned glaring at Terry who was still looking away while rubbing his head

'DAMN IT! I knew I shouldn't have said that!' Terry thought

"No, NO! Not like that. Besides, I forget I had that power until yesterday when you caught me that night." he implied while he looked her in the eye

"Well then, it looks like I'm going have to keep an eye on you from now on." she replied with a flirtious tone in his ear

"Really now?" Terry said smiling at her with Jess giving a smack on his cheek

"Yep. But nice try." she said laughing

'She called my bluff.' Terry thought dumbfoundedly

Manhatten, New York 8:30 p.m.

Terry swings around the city at night to check for anything criminal activity before heading him until he heard the sound of an alarm. Terry swung over to the distribance and found five armed men robbing an art gallery in Soho. Terry webbed two of them to a wall and knocked them both out as he does a dive kick to the third one. He shot web one of them in the head, while punching the other and gave the last one a german supplex and tossed him to the runaway thug.

"Well it's not art, but I like it." said Terry as he heard a feminine voice laugh

He turned around to see a woman with white hair and light caucasian skin, wearing a black catsuit that showed her clevage with white fur on her wrists and knees. She also wore a cat-like black mask with yellow tinted lenses covered her eyes as she was near the top window.

"Not bad, for a dork in tights." she complimented

"They with you?" he asked her

"Please." she replied with a scoff as she took off

"Hey, wait up!" he exclaimed web slingshot himself out the window and went chasing after her.

'Okay, who is she? I mean really. She's someone that's in a hot catsuit, white hair, a nice ass, and running around like an Olympic athlete is impressive. But, I still don't know who she is, she's not even in my journal. She'll tell me who she is once I catch her, if I can catch her that is.' he thought leaping and web sling from building to building to catch the mysterious woman. Spidey had to admit it. Whoever this woman was, she was amazingly fast, agile, and acrobatic. He swung around her and caught her in a dead end, at the top of a rooftop. She turned back to Spidey, facing him and giving him a seductive smile along the way.

"Do you always chase girls who brush you off?" she said charmingly

"Nah, only the naughty ones. I have standards after all." Spidey replied

"Standard is the word. And here I was expecting, spectacular." she said as she was prepared to jump off.

"Wait! Who are you?" he asked

She turned around at Spidey and smiled back.

"Name's Black Cat." she said blowing a kiss at Spidey which made him blush under his mask as she jumped off the roof.

"Black Cat." Terry said with him heading home.


	7. Return of Venom

In a nearby warehouse at the docks, two workers are carrying a heavy crate as a figure staring at them. A hiss is heard when the two dock workers dropped the crate in the truck.

"What was that?" says one of the workers

"I don't know." said the other worker only for a shadowed figure to appear out of the darkness.

The figure was a black creature with a large white spider symbol with deadly eyes, teeth, and claws. He leaped at them while grabbing them by the throat.

"Tell us. Is Spider-Man still around?" the creature said

"Which one? the new one?" one of the workers said

"NO! The red and blue Spider-Man, DAMMIT! Where is he?!" the figure said angrily

"You don't know? Peter Parker's dead. He got killed while fighting the Green Goblin." the other worker replied

The black creature growled in anger due to the Green Goblin killing his hated enemy. But then, he began to wander about this new Spider-Man he heard of.

"And the Green Goblin, what became of him?" he asked them

"Spidey slammed a truck on him four times. The explosion killed him before it finished off Spidey." the worker replied

The black creature with the long white spider symbol then lets the workers go and started walking. One of the workers looked at him and said

"Who are you?"

the creature turned back and looked at the worker with a solid glare

"We are Venom." it said leaving the warehouse

Unknown location, 2:00 a.m.

A brown haired man in a grey jacket with blue jeans was running away from K-9 units and Policeman chasing him, as he jumped toward a fence and made it to the other side. He suddenly fell down an empty room filled with strange machines. Unknown to him, he pulled on some sort of lever as lights opened up on the room.

"What the-" the man is cut off when the machines start brightening, shooting energy at him as he fell

The man screamed in pain as his body was absorbing the impact of the energy. His eyes were pale purle and his pupils were pitch black as his clothes were torn from the blast. His hair was gone, leaving a spiked tip as his skin became yellowish pale. He saw that two police officers approaching once they saw the light.

"Darnby Harris! Hands over your hea-!" the officer is cut off seeing the transformed Darnby Harris as they prepared to fire

"Hey, wait!" he said only for the police to shoot him but he remained unharmed as he noticed he was teleported behind the cops

He grabbed one of them and he threw the cop toward a wall, as he bursted in. The other cop opened fire as Darnby teleported and slammed the officer's face through the wall only for some sort of dark energy to come from his hands. He then headbutts the officer as he shot out a blast at the officer and fled away.

Sunday Queens, Komori residence 10:00 a.m.

Terry lies sleeping his bed with a wifebeater and a pair of shorts on getting up for breakfast being cooked, while his uncle was still in LA with his work. A knock on the door was heard from his room, with Terry putting on some shorts and opening the door. The door revealed his legal guardian, Sarah Thornweb in front of him putting her hand on his shoulder.

"Terry, we need to talk." she said

living room 10:15 a.m.

Terry and Sarah were in the living room, with Sarah sitting down with her hands on her hips looking at Terry with a worried face.

"Sarah, what's going on?" Terry asked her sitting down her with her looking at him

"Terry, I know you're the new Spider-Man." Terry replied with his eyes going wide

"What're you talking about Sarah? Me? Spider-Man? What would make you think that I'm-" Terry was cut off when she lifted his Scarlet Spider mask and a disk in front of him

"Where did you find that mask?" Terry asked her

"In your father's desk. Before the day they died, he told me to let you see this if something should happen to them." Terry said putting the disk in the DVD player. An image appears on the screen showing Terry's father in his room.

"Terry, I know you're the Scarlet Spider. Last night, I saw you in your room, wounded but recovering in a way I can't even imagine. Something tells me that I can't stop from being the Scarlet Spider or tell you to end it before you get hurt. You're a strong boy and I know you can protect yourself, I just ask that you watch yourself if we die. If you're watching this, then it means me and your mother are dead. You'll now know that after our death, Sarah is your legal guardian, along with your uncle Joseph if he has decided. Madamu Amimoni will watch you and be your guide. Okay then, goodbye and your mother and I will always be proud of you no matter what. We love you." his father said with tears coming off Terry's eyes as he wiped them away

"Thank you, Sarah." he said with her giving him a comforting hug

"You're welcome, Terry. I will be watching you and guiding you towards a gentler path." replied Sarah

"Sarah, are you Madamu Amimoni?" Terry asked the woman assuming to be Madamu Amimoni only having her appearance changed her with a red headband, a red kimono with a large spider symbol and a spider amulet on her neck.

"Yes, I am Madamu Amimoni. But I am better known as Madame Web." said the woman known as Madame Web

"So, what happens now?" he asked

"I will guide you on the right path from now on. I will use my telepathy to warn you of any danger that comes near. " she replied when suddenly, Terry's spider senses kicked in

"Spider sense, Danger!" he said with caution while looking at Madame Web

"Go." she insisted

With that said, Terry puts on his Spider-Man costume and head towards the scene in downtown New York seeing a wolf man with jungle clothing , a man with four tentacles wearing a trench coat, a man in a blue and silver with silver insets on the head, chest, hands, and ankles wielding strange gauntlets, and a 7'foot tall man wearing a rhino suit wrecking havoc and jumping in Times Square. He web zips and attempts to kick him from behind, but his spider sense kicked in only to receive his chest scratched from the lion man.

"Aah! What the hell?! Who do you think you- wait, you're Kraven!" Terry said noticing it was Kraven while the hunter let out a smirk

"I see my reputation as a hunter proceeds me. And you must be the new Spider-Man. Your scent is the same like the original one, but you are a different case." Kraven said in an austrailian accent while smirking

"I know about Doc Ock, the new Shocker and the non-robotic Rhino, including you. So you paid someone to turn you to a hunter of the wild on live TV?" Terry mocked

"Of course." with him sprinting towards Spider-Man. "I am faster," Kraven dodged Spider-man's left hook. "quicker," he then lifted Spider-Man up as he prepares to slam him to a window. "and stronger!" hurdling him inside, landing him on the ground in front of a fake knight.

"Damn. Me against four baddies? Not good." he stated with all of a sudden, he's hit with a vibro-shock blast from Shocker with Doc Ock, Kraven, and Rhino bursting through the store wall.

"Enough!" Terry yelled out only being hit once more as Doc Ock was about to inject him with a syringe incased with a green substance. Terry retaliates by web yanking Shocker towards Doc Ock, while he tripped Rhino by Kicking Kraven toward his direction as he was about to pounce Terry.

Komori Residence, Queens New York 1:00 p.m.

Madame Web was receiving a painful vision from a black creature with a large white spider symbol on its chest roaring.

"No!" she gasped out landing on the ground and getting up

"Not him! Venom has returned." she said with grave fear and caution

Central Park, New York 1:15 p.m.

Kraven, Shocker, Doc Ock, and Rhino were beating Terry constantly to a pulp. Then something happened, a black creature with a white spider symbol fought the four of them as they retaliated immediately. Then suddenly, there was a sidious voice lingering in Terry's mind.

"

You are weak, Terry! You couldn't save Spider-Man, you couldn't even save your parents!" it said

"Shut up! Who are you? What you are?!" he thought

"I am your salvation, your liberation, I have been inside you all along." it said

"You were in the wrist morpher. That substance was you, you're a symboite aren't you?" Terry said finally figuring it out with the voice chuckling

"Yes, I am. Those pestering nanites were controlling me from taking hold of you. You can thank the malfunction from what Electro did to the wrist morpher when you last encounter him for that." it replied

"Spider-Man, Peter told me what you are. You changed whoever's your host and that you need someone, a host to survive. I won't be controlled by- AAAAAAAAAAAAAAAHHHH!" Terry screamed out in pain

"What are you?!" Terry spatted angrily at the voice

"We are a diesase. We are poison to everyone, from Peter Parker to Terrence Komori and Spider-Man. We're Venom!" it said with Terry breaking free of Venom's hold over him

Terry web slings himself away from Venom, while it fought the four villians as Terry fled away. Terry stopped at a church and landed where the church bell tower was. Terry attempts to take the mask off only for it retract itself back on his face with him struggling to rid himself of the symboite. Terry was moving constantly to remove the symboite from him when suddenly, he knocked on the church bell with the symboite roaring in pain. He ripped it from his torso with it still in pain, as he quickly tore every ounce of the symboite off him. Once the symboite was nowhere to be seen, Terry had fall onto the ground naked and faded into uncounsciousness. While Terry was still knocked out, Spider-Boy now with web shooters and Spider-Woman appeared at the church as Miles picked him up and rushed him towards his house.


	8. New Scarlet Spider

**Chapter 8: NEW SCARLET SPIDER AND SECRETS REVEALED**

A bathroom door opens to reveal Terry with wet short and messy black hair and a pair of pants he was wearing. He goes to his room to pick on a pair of clothes. As he enters the room, he sees Spider-Woman with her mask off looking at a picture of him, his sister, and his parents.

"Oh, hey. I was just looking at this picture of you and your family, it's nice." she said

"Thanks. So, how about you and your parents?" he said with Jess looking away

"Jess? You know you tell me anything right. Are they dead?" Terry replied to her

"No." she answered back

"Then tell me, what is it?" he asked

"Okay. Promise me you won't tell Laura or anyone else." Jess replied with Terry nodding yes

"I don't have any parents. I'm a clone of Peter Parker, I'm a clone of Spider-Man." Jess explained as Terry eyes were wide

"You're a clone?" he replied touching her face

"Yes. I was created by Dr. Otto Octavius, Doc Ock. Octavius was attempting to create a super soldier using Peter Parker's blood, but an assistant of Dr. Curt Conners named Ben Reilly tried to stole the information for the CIA. There were only four of us left. It was just Kaine, Tarantula, Scorpion, and me." Jess said removing Terry's hand from her face

"Did you ever escape?" Terry asked

"Yes, I did. Me, along with Tarantula helped Spider-Man save Mary Jane Watson from Kaine. Octavius came back with full rage and killed Tartunala, Scopion went missing, while Kaine was shot down by S.H.I.E.L.D. agents. I was taken in S.H.I.E.L.D. custody and given the option to join by Carol Danvers. So, I agree to join S.H.I.E.L.D." she stated

"Not to mention doing the government's dirty work, then came the death of Peter Parker, and the day you met me." Terry finished off with her nodding in agreement

"So, are you freaked out about me being a clone?" Jess said looking him right in the eye

"No, Not really. It's kinda bitchin' actually. I doubt that you're him though, besides you're not Peter Parker. No matter how you think of it." Terry replied showing a small smile

A hand touched Terry's who saw it was Jess' hand. They both just locked eyes with each other.

"Are you using your pherome thing on me again?" she said still staring at his eyes

"No. I'm not stressed." Terry replied looking into her eyes

"You're Peter's clone?" a voice from the door of Terry's room

Him and Jess turn around to see a brown haired 17 year old with blue eyes wearing a green sweater and dark blue jeans. Terry saw her eyes widened once more as she said one word

"Harry?" she said to the teen who stand outside Terry's door room

"You know him?" he asked

"He's Harry Osborn." she answered back

"Son of the Green Goblin?" Terry replied while staring at him

"Yes." said Madame Web appear behind Harry

"So, he knows about Spider-Man?" Terry asked with Harry looking down

"Yes. Also, Adam Gardener is here to see you. He's in the living room downstairs." Web replied

Terry then went downstairs in the living room as he saw a caucasian man with chestnut brown hair that had white streaks on the sides and blue eyes wearing black suit with a black tie. Terry remembered his face at the funeral and assumed this was Adam Gardener Sarah was talking about.

"Terry, good to see you. How are you holding up?" he said

"I'm doing alright. Dad mentioned you, him, and mom were pretty close." Terry stated

"That we were. You probably don't know this, but your parents were agents of the government for 8 years." Gardener mentioned

"It's hard to believe my mom's a spy." Terry replied

"Terry, I came across something you should know." he stated

"Okay, like what?" Terry said with Harry and Jess (in plain clothes) eavesdropping in the conversation

"Terry I don't know how to put this, but your parents death wasn't an actual murder. It was planned." he clarified with Terry's eyes widened and the other two were shocked, but continue to listen

"What did you say?!" he said out loud out

"Someone setup your parents death, along with planning Peter Parker's death." Gardener concluded

"WHAT?!" said a voice to Terry

Adam and Terry turned around and saw a furious Harry and Jess walking down the stairs towards Gardener. Terry knew Harry was because him and Peter Parker were best friends that knew each other way back. Jess was the same, since Peter was like a brother to her other than being his clone.

"Are you telling me that my best friend was killed off for a hit?!" Harry replied angrily

"I knew I spoke too soon." Gardener sighed

"Who did it?" Jess asked glancing at Gardener

"I've been trying to found that out since Terry's parents died. All I have so far, are leads to the man responsible." Gardener answered

"What leads?" Terry asked him

"I have three leads on people who would possibly know whose responsible. There's Maximus Gargan: Scorpion, Darnby Harris, and a thief called the Prowler. One of them has to know whose responsible for their deaths." Gardener stated

"Let me help find out who." Terry stated

"No, Terry." Gardener replied

"This guy killed my parents along with Peter Parker!" Terry interjected

"I know that Terry, but I can't gurantee your life gets hit in the crossfire." Gardener replied with Terry slaming his fist to a wall as he put his hand on Terry's shoulder

"Terry I can't lose you like I lost your parents. Please I'm asking you, don't get involved in this." Gardener concluded handing Terry a box with something inside

"In that box, is something of your fathers. He told me to give it to you if anything should happen." Gardener said walking toward the door

"I'm sorry, kid." he said as he left out the door with Harry and Jess walking toward Terry

"What's in there?" Harry asked him with Terry trying to figure what it is

"I don't know." Terry answered back

"What do you think it is?" Jess asked when the box opened up revealing a familiar high-tech watch as Terry's eyes grew wide

"A Wrist morpher?" Terry said

"A wrist-what?" Jess said confused

"It's a watch that uses nanites and an unknown substance that creates an advanced suit for covert missions. It never saw mass-production. " Terry answered grabbing it

"This looks like a prototype though, something even dad hadn't finish building yet." Terry said taking the wrist-morpher in the kitchen with Jess, and Harry behind him where Sarah was washing dishes

"Terry, have you seen the news?" she asked

"No, why ask?" Terry replied tinkering with the wrist-morpher

"So, you're not aware of a new Scarlet Spider in town?" Sarah said confused and puzzled

"Please, like I care about a ne-" his eyes went wide "wait, what?" Terry said confused

Sarah pointed to the tv in the kitchen only to see an armed robbery stopped by a man in a red suit with a red mask, sleeveless blue hoodie, and black cargo pants on that had a white spider symbol on saving the hostages. The new Scarlet spider starts web yanking a couple of thugs and sends them up in a traffic light. He landed blows on a few of the thugs and web slinged away. Harry just stared at this new Scarlet spider who was somewhat 5'9 he figured, while Jess had a worried look about how Terry would take this. She looked around and saw that Terry was gone, but Harry started to notices Terry was gone too with both of them having a worried look. While upstairs, Terry was in his room looking for his old Scarlet spider costume to put on until Jess step in.

"Terry, where are you going?" she asked

"I'm going to talk with this new Scarlet Spider. Find out what his game is." Terry answered her back with

"Terry, I know what you're thinking. You find out that your parents were setup and that there's a new Scarlet Spider who you're probably thinking about beating up to let out some steam." Jess clarified

"Maybe I am, but-" Jess cuts him off

"But nothing! You can't let this screw you up!" Jess said with a concerned tone as Harry walked in with Terry and Jess shocked

"Harry. This isn't-" Jess is cut off with Harry motioning his hand

"Save it. Most of all, Jess is right." he said walking toward Terry and Jess "You have a responsibilty, you vowed to Peter you would protect New York City, make it proud. Jess can find out who this other Scarlet Spider is, there's something happening in the news about the brooklyn bridge being attacked by some monster guy. If the Scarlet Spider is there, just talk with him and ask him why did he take up your mantle without beating the crap of him once you saved everyone." stated Harry

"That's it?" Terry asked

"That's it. And one more thing," Harry hands him the wrist-morpher "The wrist-morpher is ready to go. Along the way, I made a little modification to the suit." Harry concluded with Terry putting on the wrist-morpher

Terry turned it on as the substance and nanites were covered all over his body including his head. The suit had turned dark midnight blue with a red torso, shoulders, and mask with grey webbing patterns with a grey spider symbol (Raimi Spider-Man symbol). On the back of the suit, was the same spider symbol only larger and red. The wrists were covered in red with it having grey web patterns and it had red boots with grey web patterns and red stripes on the legs. And the lenses on the mask were half wide and half narrow than his first one (Spider-Man movie mask).

"Harry, this is awesome man!" Terry said reverting back to his clothes

"I'll say." said Jess who was suddenly checking him out

"Thanks. And uh, should you be in a hurry?" Harry replied reminding him about the Brooklyn bridge incident

"Oh, right! And Harry, thanks." Terry said smiling as he leaped out the window and web slinged out of plain sight.

Brooklyn bridge, New York 7:51 p.m. three minutes earlier

There was a black limo driving through the tropic traffic as usual with a figure wearing a $500 suit talking with a hispanic man in a brown jacket. The figure had a stone-like appearance who looked charcoal looking from the looks of it, and the other one was Darnby Harris in a hooded trenchcoat who sitting calmly.

"Boss, there's going to be competition for becoming the next kingpin in New York. I say, we set our flag right now." the man in the brown jacket said

"Relax, Mr. Valentino. No pity competition matters to me now, I'll come back as the new Kingpin in no time. For everyone in this city will know the name, Tombstone." he said taking a sip

"It is now, I heard Scorpion is in his way here. The Prowler is also back in town from what I've heard." Valentino said in a concern tone

"You worry too much, Mr. Valentino. They are just inconveinces to our control for New York. We'll dispose of them soon enough." Tombstone replied calmly as Harris balls his fists

"Mr. Harris, is something wrong?" Tombstone asks him

"Prowler set me up back at Oscorp. I vowed that I would get even with that son of a bitch, when I see him again ever since he double-crossed me to take the fall." Harris answered in anger

"Your time will come, Darnby." Tombstone stated

"Right, Boss. And call me" removes his hood "Carrion." said Harris given his name

Out of a sudden, they heard noises from behind them in the limo.

"Carrion, go check it out." Tombstone ordered him to do

Carrion steps out of the limo, with his hood on as he saw some sort of animal like creature wrecking havoc.

"Boss, you should see this." Carrion suggested

Tombstone stepped out of the limo and looked at what Carrion saw.

"Is that Kraven?" Carrion asked Tombstone

"No, this isn't Kraven. S.H.I.E.L.D. got rid of his enchancements when they captured him. This is something else." he replied

"What now?" Carrion replied still curious

"Now, we leave." Tombstone answered with him and Carrion step inside the limo as it left

Three minutes later, Brooklyn bridge New York

Terry arrived at the Brooklyn bridge finding an animal-like being wrecking havoc. Terry turns on his wrist-morpher as his appearance changed into his Spider-Man costume as he sprung into action. Spidey does a web slinging kick at the animal man and webs a falling car, saving the people inside. He did the same to the other vehiles fall as he prepared to be relieved until

"Someone help! My son and a girl is trapped in there!" a woman said being pulled back by her husband and with her pointing at a silver family van

Spidey web zips toward it as he placed his hand on the back window of the trunk, and rip it open while he threw it away. As Spider-Man looks in the van, he's hit in the head by a red-headed teenage girl with glasses and a 9 year old boy who was the woman's son screaming in terror.

"Whoa, whoa, whoa!" Spidey said trying to calm them down

Spidey quickly used his wrist-morpher to allow his mask to come off revealing his face to the 9 year old and red-head girl with her expression shocked and the boys was half-shocked and calm.

"I'm just a normal guy." Terry said to them

Terry had a feeling he's seen that red-head girl before when suddenly, the whole van was set on fire and web Terry stuck to it came off as it started falling. He quickly grabbed the back of van's bumper and web lined the bridge as the fall comes to a halt with Terry struggling to hold the van. His mask fall on the boy, while the red-head with glasses holding on.

"Hey, kid. The mask, put it on. It's going to make you stronger and I need you to help that girl with glasses right now." Tery said holding on with the boy putting on the mask and helping the red-head out by pulling her toward him

"Do me a favor, hurry a little faster. Okay, guys?" Terry replied back struggling

The boy was the first one as the red-head teenager placed the boy on Terry's neck. She was about to get out when all of a sudden, the rear bumper came off as the van started to fall. Terry eyes were widened as the teenage girl was about to die.

"NOOO!" Terry interjected web yanking the girl out of the van as she held on tight

Terry let out a sigh of relief to see the girl was save, as he pulled her towards and placed her on his chest with her grabbing both him and the boy. Terry took his mask back and looked at the girl, when he remembered seeing her at Peter Parker's funeral where his parents were buried. He shrugged it off as he took them back to the bridge, where the boy's mother and father rushed toward their son with open arms. Terry smirked under his mask and looked back at the red-head girl from the funeral with a sad look on her. Terry's grin disappeared as he looked at the girl still going over the loss of her lover as he walked toward her.

"I'm sorry for your loss. Peter Parker was a true hero, and one of the greatest." he said to her as he web sling away from the bridge and back home tried

The red-head girl known as Mary Jane Watson looked towards the new Spider-Man leaving the scene. However, she found out that there was someone like her late lover worthy of taking on the legacy of Spider-Man. Once she looked at the direction where the new Spider-Man had went off, one thing had got her wondering though

"Who are you?" she said thinking about who was this new Spider-Man


	9. Carrion

Chapter 9: CARRION

Terry web slinged through building to building 'The girl at the bridge, she was the same one I saw in Peter Parker's funeral. I wonder if Harry knows something about her. What was she doing in brooklyn bridge and what the hell was that thing? I'll ask him as soon as I-?' he thought when suddenly, he caught a glimpse of the new Scarlet Spider. Spidey web slings away from his sight, while he snuck up in front of him and web socked him to a nearby wall.

"Start Talking, who are you?" he demanded putting him on a rooftop

"The Scarlet Spider. Who else?" he replied with Spider-Woman jumping in the scene

"I mean who are you really?" Spider-Man said with Spider-Woman taking the Scarlet Spider's mask off

"You?" Spider-Woman said with eyes widen under her mask to see an african-american man with shaved black hair and a dark stubble

"You know him?" Spidey asked her

"Yeah, this is Ben Reilly." she told him

"The guy you told me about?" Spider-Man replied

"Yep." Spider-Woman turns her gaze at Reilly "How did you get Spider powers?" Spider-Woman asked the new Scarlet Spider

"After Oscorp was shut down of knowing the Green Goblin's identity, we confiscated all projects he funded over the years. One of them, was the testing trails of OZ compound in spiders before human trials would begin. Twelve months earlier before Peter Parker's death, I was bitten by one of the spiders we had kept with us. And just like Peter Parker, I got spider powers only mine's included controlling spiders and heightened senses." Ben Reilly said sitting down with Spidey giving back his mask

"What about the webs? Organic or mechanical?" Spider-Man asked him

"I'm afraid mechanical. I thought I could shot webs, but unfortunately I can't. However, I got lucky with Oscorp's web fluid from the spiders we confiscated. So, I combine that with wrist shooters I made a while back and I get web shooters." Ben replied showing web shooters on his wrists to Spider-Man and Spider-Woman

"Why take the mantle of the Scarlet Spider?" Spidey asked him

"If I got super powers, why not use them? Since the original was in New York, I had took his place in LA. But, I had decided to pay my respects to the original Spider-Man: Peter Parker when I came by New York yesterday." Reilly concluded

"Do you vouch for this guy?" Spidey asked Spider-Woman

"Yeah, I can vouch for him. He helped me out once, I can at lease return the favor for him." Spider- Woman answered with the new Scarlet Spider sighing in relief

"Fine, you're the new Scarlet Spider. If Spider-Woman vouches for you, I can take her word." Spider-Man stated

"Looks like we meet again, Spider." said a feminine seductive voice from behind them

Spider-Man and Spider-Woman turned around and saw to their surprise was Black Cat staring at the Scarlet Spider with a smirk

"Did you follow us?" Spider-Woman demanded with the Black Cat walking toward Spider-Man

"So Spider, whose your friend?" she asked in a flirtious way which caused Spider-Woman to balled her fists

"They call me the Scarlet Spider." answered said Scarlet Spider

"The color suits you." She replied with a seductive smirk while walking towards him as a grin had crossed his face under his mask

"So does the outfit." The Scarlet Spider said back at her with Black Cat sitting on his lap

"Does it now?" Black Cat replied carassing his chin with Spider-Man and Spider-Woman looking at them

"We're just going leave you two alone." Spider-Woman said with her and Spidey web slinging away

Queens, Unknown location

Spidey and Spider-Woman stopped at the top roof of an old abandoned warehouse in Queens. Spidey heard Spider-Woman let out a sigh as she and him took their masks off.

"What's up?" Spidey asked her

"I'm being called by S.H.I.E.L.D, something called Winter Protocols camed up." she answered dryly

"That's S.H.I.E.L.D. for you. So, when we you be back?" said Spidey

"I don't know. But for what it's worth, I'd enjoyed staying back in the city and spending time with everyone. And especially enjoyed being with you, Terry." She replied with her kissing Spidey on his cheek as he blushed

"Uh, thanks." he commented still blushing

"Tell Harry, that it was nice seeing him. And Terry, I need you to watch over Miles when I'm gone." she said to her

"Why? I mean Miles hardly gets into any trouble. He can handle himself, can he?" Terry replied

"Terry, please." she pleaded with a puppy face look

"Okay, Okay. I'll make sure nothing bad happens to him. And I'll tell Laura you left." Spidey assured wih her leaving as she hugged him and Terry headed back home

Komori residence, Queens 9:50 p.m.

Terry had got back from saving everyone from the brooklyn bridge incident, finding out who the new Scarlet Spider was, and saying goodbye to Spider-Woman. He went up in his room to find Harry doing research on one of the leads that Gardener had told him about with hair dyed light brown.

"Harry, what are you doing?" he asked him

"Doing a little research on this Scorpion guy. He's the real deal here, Terry." Harry answered with a grim look

"And?" he replied as he used the wrist-morpher to turn back into his clothes

"He's wanted by Interpol, FBI, and CIA. Other than that, I don't know anything else about him." Harry stated with Terry checking on the computer

"This guy's also a kingpin in Mexico. And apparently, that's where the Prowler was settle some sort of debt or a score for that matter." Terry said observing the research Harry had collected

"So, What happened at the bridge?" asked Harry him

"I don't know what happened. I saw some animal looking dude who I thought was Kraven, but I ran it over and over. Wrecking havoc isn't his style, not even for the hunter. Besides, he looked like someone else, someone worse maybe. Along the way, I saved an 9 year old from a flaming van and I saw her in there with him." said Terry with Harry curious on who 'her' was

"Who are you talking about?" Harry had asked him with Terry sitting on his bed

"A red-headed chick with glasses who I saw after my parents' funeral, she was the girl at Peter Parker's funeral and that I think that was his girlfriend." Terry said with Harry looking back at him

"MJ." he said softly to himself

"What?" Terry replied confused

"Mary Jane Watson, she was my once girlfriend when Peter was still alive. When I thought that when my dad, the Green Goblin was gunned down in the White House, I started blaming Peter and everyone else involved. But then I realized that it my dad's fault, he was drunken with power that it pushed him over the edge to kill my mom and me. Once I told everyone who he was-" Terry cutts him off

"He decided to kill you. But if all of that is true Harry, how are you still alive?"

"Once I was presumed dead to the world, I was carried off to my funeral. One day later, I woke up all of a sudden. Somehow, the OZ compound was still inside me for so long it brought me back. I went uncounscious the night after I woke up and wandered off. The next day, I woke up in a CIA hospital bed where I met Gardener. He spoke with his superiors into letting me stay with him and watch over me. He told that every of ounce of OZ was depleted reviving me, so his superiors gave him permission to look after me. Adam became like a father to me other than my own, and the only other person I got along with well other than him was Ben Reilly." Harry concluded as Terry laughed which confused him

"I've met him. Turns out Ben Reilly is the new Scarlet Spider." he replied with Harry surprised

"No." he said not convinced

"Oh, yeah. Me and Jess saw who he was once we found him. He bit by one of the Spiders that were confiscated and got spider powers in the process." Terry told him

"Where's Jess anyway?" mentioned Harry

"She had to go back to S.H.I.E.L.D. for some reason. I mean seeing Laura as a friend now and she has a friend of her own, I wondered if it could've still worked with us." said Terry

"I take it that you and her dated?" Harry asked him as he received a nod

"Yeah. About, four in a half months ago. We went for a walk and on the park and had our first kiss. We broke up two weeks after that, but remained friends since." Terry concluded

"Always remember your first one." Harry stated

"I hear that. Since then, I got a job as a photographer in Empire news." he replied

"The Manhatten news station?" Harry said surprised

"Yeah. I provide them decent pictures of events and mostly Scarlet Spider or Spider-Man, and they paid me with a decent fee." Terry had stated

Then all of a sudden, a knock was heard on Terry's room door revealing Sarah wearing a sleeping robe.

"Terry, it's time to hit the hay. You got school tommorrow, you and Harry. And Harry, you can have the guest room from now on." she said heading for her room

"Yeah, I'm about to hit the sack. Night." said Harry leaving Terry's room

"Night." he said back as his phone ringed

"Hello?"

"Komori, do you have any pictures from the Brooklyn bridge incident?"

"No, I don't sir."

"I was hoping that you would say yes, kid. It turns out that Empire news is suffering a high budget problem and that I have fire you or Lyon. But, I'm afraid I'm going to have to let you go."

"Come on, Mr. Walker. There's got to be something. Anything!"

"Drop by Empire News to get the right of your paid and I'll see if I find something for you."

"Alright, Mr. Walker. I'll be there tommorrow." he sighed hanging up the phone

Manhatten, New York 3:10 p.m.

Today Terry had introduced Harry to his friends Dante and Laura, but told them his name was Barney Shaw. It was a normal routine for Terry in school, gym, classes, and etc during hours spent in school. After the bell rang five minute before, Terry decided to swing by Empire News. When suddenly, his spider senses blared as he heard a gunshot took place in St. George's Bank with Terry saw four armed and a trenchcoat hooded figure who was their boss once they step out. Terry had web yanked the bag of money and sent a right toward the thug holding it. Terry then web yanked another from behind, as the robber was sent flying toward another one while Terry sends a kick to the thug's chest. Suddenly, his spider senses kicked in as he was sent flying back with a punch by the hooded figure. The figure teleports right in front of him as Terry leaped up and took a defensive stance.

"Don't interfere with our plan, Spider-Man." said the figure revealing his grey face

"I can't help it. Especially when I see nutjobs terrorizing innocent people. But first things first, who are you?" he asked the pale-yellowish face man

"The name is Carrion." answered Carrion

"Carrion? Couldn't you have came up with a better name?" Spidey replied sending a high kick toward Carrion, only for him to teleport away

'Okay, how the hell did he do that? Where is he?' Spidey thought only to be hit with a dark energy ball by Carrion that sent him flying to a wall

"Had enough?" Carrion replied sitting on a roof where Spidey was close to

"Nope." Spidey said webbing Carrion's face and sending a right hook across his face and landed a swift kick toward his chest sending him flying back

Carrion teleported again as Spider-Man dodged everytime

'Terry.' said a familiar feminine voice

'Webb?' Terry thought confused

'Terry, you must combine your spider-sense and spider vision to intercept Carrion's attack. This is your best hope of defeating him.' Web told him

'Got it.' Terry did exactly what Madame Web told him as he combined his Spider-sense and Spider Vision

Spider-Man used his Spider-sense and Spider Vision to pinpoint Carrion's next move, while widening his fighting stance. Carrion's position was pinpointed by his spider sense and use his to find a weakness as Spider-Man webbed him in the chest and electrified it with his BEV that stunned him. Carrion removed and attempted to teleport, but he had no success. Spidey took this as a chance to strike, as he sent a leaping kick toward Carrion's face and threw him to a car windshield. Carrion broke free and hurdled dark energy toward him, only for Spider-Man to dodge the incoming attacks. Carrion attmepted the teleport one last time, until Spider-Man shot out a small BEV burst that it half stunned him as Spidey web yanked him toward him and sent a strong right jab across his face as he fell toward a car. Spider-Man walks up to the uncounscious Carrion and webs him to the ground.

"How you feeling there, Carrie? Yes, he's out cold." Spider-Man replied while checking his pulse as police sirens blared with police surrounding him

"Hands over your head!" yelled a police officer

"Easy, guy. I saved those people at the bank and stopped the robbery." Spidey mentioned pointed at the saved civilians from the bank and knocked out thugs

"Lower your weapons." said an african-american policeman with glasses who turned out to be in charge

"But, sir-" The man in charge cuts him off

"Weapons down." he said glaring at them

"Who are you?" asked Spidey

"I'm Captain Frank Quaid. Who are you?" Quaid asked

"I'm Spider-Man." Spidey answered

"Seriously, who are you?" replied Quaid

"Like I said, I'm Spider-Man." Spidey said back at him with Quaid waking toward him

"I got someone named Danny Rand that's suing me if I take a superhero's mask off, That's goes for them too. So I tolf you what, I'll give this chance to run while you can." explained Quaid

"Hold on, I get the fact that you're letting me go. But, you sound like that met the original Spider-Man yourself."

"I have, actually. How old are you, anyway?" Quaid stated

"I'm 25." Spidey said mockingly

"Go somewhere kid, before I count to three." Quaid declared

"Hold on-" Spidey is cut off by Quaid

"1" he said

"You know-" cut off again

"2" he continued

"What the he-" cut off once again

"3" Quaid concluded

"Seriously?" Spidey replied annoyed before Quaid said

"Alright, arrest him!" ordered Quaid

'Screw this!' Spidey thought jumping and swinging away from the cops

'I think that guy was giving me time to escape. I wonder why. Is it because remind him of Peter Parker, that I'm doing something good, or it is that he thinks I got what it takes to be Spider-Man? I can wonder about that later. Right now, I need to get to Empire News. ' Terry thought heading toward Empire News

Flatiron district, Empire news

Terry had entered in the 12th floor of the Empire News building, searching for his boss Clay Walker editor-in-chief. Terry saw a brown haired caucasian man with a brown goatee and wearing a five hundred dollar suit, while talking with his secretary to call Terry. However, he cancels as he sees Terry walking toward him.

"Sir." Terry said

"Walk with me to my office." replied Walker with him and Terry walking toward the office as Walker giving Terry his check

"Sorry about this, Komori. We gonna miss ya, kid. But, where do you be when you get these pictures?" Walker said

"Well, I happen to be there in the right moment at the right time. You can say, it happens in front of me from time to time." Terry stated

"Right." said Walker

"Sir, you mentioned there was someplace for me. Where is it, and Do I know what it is?"

"Over there, kid." Walker stated pointing to the building next to them.

Terry looked at where editor-in-chief Walker had pointed at, as his eyes had widened. This building was the same place a certain someone worked at, someone exactly like Terry, someone with spider powers.

"NO." he said with a shocked expression

"Yes. I've already called them and gave them the heads-up." Walker explained

"There's got to be somewhere else." Terry replied

"Sorry, kid. There isn't, unless you like working at burger frog." Walker suggested with Terry letting out a sigh

"Okay, I'll head there right now." Terry said in surrender as he left the 12th floor and Empire News building while he walked inside the mentioned building his former editor-in-chief informed him of

"Excuse me. I'm looking for the editor-in-chief, Clay Walker mentioned me." stated Terry

"Terry Komori." Terry gives her a nod "10th floor, he'll be expecting you." she said

"Thank you." Terry said as he walked toward the elevator and pressed for the 10th floor where his new employer

Terry reached the 10th floor to meet his new employer, only to be met by a older man in late-fifties with a flat-top and a hitler-mustache yelling like a maniac

"TURNER, WHERE'S MY LUNCH?! HOLMES, WHERE'S MY COFFE?! AND WHERE'S IS THAT NEW PHOTOGRAPHER OF WALKER'S NAMED TERRY KOMORI?!" he yelled furiously as Terry went to introduce himself

"Hello, Mr. Jameson. My name is-" Jameson cuts him off by shoving him back to the elevator

"Wasting my time! Go on, Go on!" Barked Jameson

"Whoa, Whoa, wait! I'm-" he's cut off again by Jameson

"That's a great comeback there, kid." Jameson taunted him with

"I'M WAITING ON THAT COFFEE! AND WHERE IS TERRY KOMORI?!" Jameson continully barked with a caucasian woman with neck-length dark brown hair and blue hazel eyes holding a cup of coffee

"Coffee, decaf. And I'm pretty sure that you just kicked out Terry Komori." she said with Jameson's eyes popping up

"Well, what are you waiting for? Get him back here!" replied Jameson with the scene shifted to Terry leaving out the Daily Bulge

"Terry Komori!" said a voice as Terry saw it was a dark-haired woman that called him as she pointed her finger

Terry walked in the office of Jay Jonah Jameson, editor-in-chief.

"So you're Komori. I was expecting someone with you know, facial hair. " said Jameson shaking Terry hand

"I need someone like you, to catch pictures of that wall-crawler or that Scarlet Spider on the news. Grab me a few pics, and I'll paid ya for every picture you can snatch" Jameson stated looking at the Spider-Man and Carrion fight Terry had caught on camera

"I'll get right on it, sir." Terry replied

"What are you still doing out? Snag me some more pictures! OUT! OUT!" Jameson interjected with Terry leaving the office as Betty hands him a check

"Here's your check." said Betty with Terry getting his check

"Thanks, Ms. Brant" replied Terry

"Please, call me Betty." she insisted

"Okay, Betty. Tell me, how do you work for a human head-ache machine like Jameson?" Terry said with Betty letting a laugh out

"He has his moments when he's less shouting. Oh, I almost forgot." she motions her hand for a african american man twice the age as Jameson appeared "Robbie Robertson, Terry Komori." Betty replied with the two shaking hands

"Does the name, Randy Robertson happen to ring a bell?" Terry asked him

"That name rings a certain bell to a kid that lives in my home and eats off my food." said Robbie catching a glimpse of his camera

"That's your camera?" asked Robbie

"Yes, sir." answered Terry

"It's handy, but doesn't do the job better. Save on that money, and get on that's handle on the angle more if you want to get successful pictures." Robbie stated

"Thank you, sir." Terry replied leaving the 10th floor

'I might like this job, after all.' Terry thought smiling


	10. Thieves

Garment district, Manhatten 8:44 p.m.

Outside a 50 story building, a sleek figure wearing a grey top exposing her stomach and tight black pants with purple streaked black hair. She had on night-vision goggles with an attached laser, ultility belt, and a hi-tech backpack. She used her laser to cut the glass window into a circular shape and quietly removed it as she threw it outside. She pulled out a zip-line launcher from her backpack and fired it upstairs inside, while staying still. The figure went into a bedroom taking a prized trophy hanging from a ledge.

"A football trophy, so simple." she said as she left the room a jewel diamond downstair at a necklace caught her eye

"What do we have here?" she replied with a smile on her face as she saw the necklace

"Come to Taly." she said with her hand reaching toward it only for a web shot to swing her hand away

"I don't think so, pretty lady." said a hipster and free spirit voice

She turned around and saw the new Spider-Man webbing down in front of her. Spider-Man takes a look at her as he lowers down, she had dark skin, black and purple streaked hair, and hi-tech equipment. But most of all, she was Terry's age which had shocked him

"Well, well, well. What do we have here?" she said

"Who? Me? Oh I'm nobody, just your spectacular Spider-Man stopping what appears to be a buglary. And who might you be?" he asked her

"The name's Talon. And birds don't fight spiders." sends a kick toward his chest "We just swat them around."

Spidey started shooting web at Talon, who in return manuevered around them. She then swung herself toward Spider-Man, only for Spider-Man to grab her leg. She quickly swatted it away and kicked a vase toward his way, but manage to dodge it as the vase shattered before an alarm blared off. Talon leaped out of the circle shaped window cut as Spider-Man leaped as well. They both landed on a construction site and continued their chase as Talon shot out a grappling hook to another building. Out of nowhere, a blast of energy shot a rope that hold the support beam. Both Spider-Man and Talon saw this with wide eyes as the beam began to hurdle at the road toward roaming cars.

"Dammit!" Terry said leaping out the site and webs the support beam as he sends another toward the crane Talon was somehow operating

Spider-Man looked around every direction to find where the blast came from, it caught his eye as he saw a african american man with a fade cut and goatee wearing a black suit with green line insets on the arms and legs of his suit. He held out a purple mask on his left hand and there was searing smoke on his right hand, which would the blast had camed from him. Unknown to Spidey, Talon was slowly making her way out of the machine as she fell from the crane and started to scream. Spider-Man looked at Talon falling toward and back at the direction of the man that fired off the blast now gone. Spidey retaliates by diving down and grabbing her as she was saved. They landed on a rooftop where Spider-Man placed her down gently as she stood up.

"Thanks, web-head." Talon said with good faith

"You're welcome. Who the hell was that guy?" Spidey said looking at the direction where the man was

"What guy?" she asked him in confusion

"The guy in the black and green suit with a purple mask. The same guy that sent that blast." he replied

"Prowler." she said with a grim and darker tone as Spidey's eyes widened under his mask

"I need to find him." declared Spider-Man

"He'll find you. But I wouldn't deal with him, Prowler can't be trusted." Talon stated

"What do you mean by that?" asked Spider-Man

"During a gig at Oscorp, him and an old partner of his Darnby Harris did a little heist. But, things went south once they got what they needed. Prowler let Harris take the fall, while he ran home-free. Now, Darnby calls himself Carrion and he's Tombstone's main enforcer." she explained with Spider-Man's expression shocked as he looked away

'So that means it was Darnby the whole time. And I fought him earlier back at the robbery. Why didn't I see that coming? And if what Talon says is right, then Carrion's pissed about Prowler. But why would he come back and why now? It's time I found out.' he thought as he turned around to see Talon was gone

"Dammit! I shouldn't have left her out of my sight, but it doesn't matter. Right now, it's time to find Prowler." Spidey declared as he grabbed his camera from scene where Talon stole the possessions and web slinged through the city to find the Prowler.

Brooklyn, New York

Spidey was about to call a night when all of a sudden, his spider sense ringed as he dodged a blast from behind. He web slinged around and sees none other than the Prowler that had fired off the blast, only for Spider-Man to web sling-shot himself towards Prowler. Prowler starts to sent a swift kick toward Spider-Man's head, who in return dodged it and sent palm strike at Prowler's chest which caused to stagger back. Spider-Man attempts to send an uppercut at Prowler, but he tackled Spider-Man to the ground. Spider-Man kicks him away as Prowler almost brings up an energy blast, but he shoots web balls at Prowler's face and kicks the arm as it sent off a blast. Spider-Man send two blows at Prowler who in return, caught both blows.

"You got moves, kid. I could use someone like you." he said

"And yet, you're the one that decided to send a support beam to crash and kill a few people? No thanks." replied Spidey

"Had to see for myself if you were the real deal. Listen, I need you help with something." Prowler pleaded with him letting go of Spider-Man

"Really?" he said in non believing way

"Yeah, I need you to help me take down Scorpion." he explained with Terry's eyes going wide for a second and gave Prowler a grim look under his mask

"I need to know, did a CIA couple contact you for some reason?" he asked

"Why do you want to know that for?" Prowler asked in curiousity

"There may have been a connection to the original Spider-Man." explained Terry

"Yeah, they needed me to find the original Spider-Man. When I heard they got killed, I started to part ways in case whoever killed them came for me. But, I tell you what." Prowler stated walking toward Spider-Man

"You help me out, I help you out." gives Terry a piece of paper "You call where you're ready. Now I gotta jet, think about it." he said as he jumped down and shot a grappling hook to another roof

Komori residence, Queens 9:36 p.m.

Terry had arrived home by the window in his room, and shut the window down quietly. he used the wrist-morpher to change back into his plain clothes. The door opened up revealing Harry coming in and as the door closed, Terry told him everything.

"So he just gave you a number if you're want in, that's it?" Harry said suming up what Terry had told him so far

"Yeah. I'm deciding to whether call him or not, Talon mentioned he can't be trusted." puts his hand on his chin "But if I play along, he could tell me what happened." Terry stated

"What about what Talon told you?" he asked Terry

"I'm still giving into her advice but for now, I'll decide on whether to do this." he answered with Harry leaving his room

"Okay. Send these pictures to the bugle, take a shower, and hit the sack." he declared as he did the following

Tuesday, Midtown high 12:47 p.m.

Terry was outside mediating on whether to call Prowler or not, while Harry and Dante was checking out the cheerleader squad. A hand had touched his shoulder as he turned around and saw it was Laura.

"Hey." he said

"Hey. Are you alright? it seems like something's bothering." Laura replied with a concern look

"I'm mediating on something that's been pondering me." Terry said calmly

"About What?" she asked curious

"Laura be honest, was there ever a chance that you and me would work?" he asked her as she looked down and sighed then looked back at him

"Terry, you know I can't answer. As much I would want to get back together, I'm not ready for it. But, if you aren't sure what to do, you have to do what you think is right as long as you stay who you are." she concluded as she went with Harry and Dante

"She's right." he sighed out

Brooklyn, New York 6:59 p.m.

Terry stands on top of a water tower with his spider costume on, taking the number Prowler as he called it.

"Do we have a deal?" asked Prowler

"I'm in." Terry replied

AN: I thought of who could voice Terry is Kirby Morrow, he voiced Cyclops in X-men evoultion. But I strongly think Johnny Yong Bosch would voice Terry better, through college, and so on. I also learned that I used Talon from the MTV Spider-Man by mistake, but I'm thinking of considering using some of it for New Ultimate Spider-Man.


	11. Scorpion

Issue #11: SCORPION

Flashback nine years eariler, Komori household The Bronx

A eight year old Terry was outside in the yard training with his father, with his mother watching them. Terry did a left chop along with a high kick, and three punch strike as his father dodged and blocked the attack. He tackled Terry by tickling him as his mom walked outside with his sister carrying drinks. His mother gripped him in a smothering hug, with his 13 year old sister Kim shaking her head.

"How did my little man do?" she asked giving him a kiss on the forehead

"Fine as usual. He's doing a little better than Kim." answered his dad

"I adapted faster when we trained, dad." said Kim rubbing Terry's head

"Will I be better like you and Kim, dad?" asked eight-year old Terry

"I know you will, kiddo." his dad said with Terry smiling

Present day Brooklyn, New York 8:15 p.m.

Terry waited at rooftop of a local club where Prowler told him where Scorpion would be, he looked at the window and saw Scorpion was there. All of a sudden, Terry saw that the Prowler but unsuspected to him Miles behind him.

"What are you doing here?" Spidey said looking at Miles

"You think I just need you for this? I needed you both. You two got two minutes, be ready." replied Prowler

"Where's Scorpion?" he questioned Prowler with him pointing at a hispanic tattooed muscular man with a scar on his right eye and a steel chain with a Scorpion tail tip on it

"Over there." he answered

"Be ready." said Prowler

"Oh, we'll be ready." Spidey replied confidently as Prowler sneaked inside with Terry looking at Miles

"What the hell are you doing here, Miles?!" Spider-Man said in a freaked out voice

"What do you expect me to do?! Let my uncle blackmail me into telling my parents I'm Spider-Boy?" Miles asked in a freaked out tone

"He knows your Spider-Boy and he's your uncle? What a freaking scumbug."

"Dude, we can trust him." Miles stated

"Miles, we can't trust your uncle. Do you what he'll do once he knows my secret along with yours?" Terry asked

"I know and if I help him with this one time, he'll leave us alone." Miles responded with Prowler inside talking to Scorpion

"I still say he can't be trusted." Terry said with the Scorpion preparing to face Prowler

"That's our cue." Spider-Man declared with him and Spider-Boy jumping on the roof window and landing inside the club with the mobsters and Scorpion looking at them.

"Hi. My name is Spider-Man and I'll be kicking your ass this evening."

"Holy-" said one of them

"What the hell is this?" Scorpion said with a surprised look

"last warning, go home Gargan." Prowler said to Scorpion

The thugs started to pull their guns along with Scorpion started to bring up his chain as Terry and Miles spider-senses had kicked in.

"Oh, crap." Terry said as him and Miles dodged the chain and gunfire while Prowler used one of the thugs as a human shield

"Now it's a party!" he said proudly

Spider-Man web yanks a couple of them and sends two fists across their faces, which Spider-Boy kicks two of them in the chest and decks another one in the face. Prowler grabs one of the thugs hand, who was holding a pistol and aims it Scorpion as it fired. Scorpion however, was taking the impact with no damage. He then had his sights on Miles as he grabbed his leg and slammed him to the ground. Terry turns around and sees Miles about to be hit as he web yanked him away from Scorpion, while he kicks him across the stomach. Scorpion swings his scorpion chain at him as Terry dodges it and uppercuts him in the face, further more gets rid of the chain. Scorpion sends a fist towards Spider-Man, only for Spider-Man to block it with both arms crossed. Spidey sends a right hook toward, only for Scorpion to block and send a strong hook toward his face.

"I've never been punched in the face like that, Ouch!" he said falling down the ground

"Spider-Man!" Miles said punching a thug in the face

"What are you, 17 years old?" Scorpion replied gripping his mask

As he was about to take his mask off, he was tazed in the neck by Prowler who being held by two bouncers.

"Now, kid!" Prowler said with Spider-Man sending a strong kick toward Scorpion's chest that it sent him flying back to the ground

Spider-Boy webs a few of them and uses his venom sting on them as they fell. Prowler then shocks one of the bouncers with the tazer he used on Scorpion, and shocked another in the face. He walks toward Spider-Man and the downed Scorpion as Prowler kicked the downed Scorpion.

"We'll leaving." said Spider-Boy

"You two should stay, reap the rewards." Prowler told them

"No thanks, I had enough for tonight." Spider-Man said looking away

"Come on you two, this is a win." said Prowler taking whatever he got

"It doesn't feel like one." Miles responded with Scorpion's eye popping up

Out of nowhere, both Spider-Man's and Spider-Boy's spider senses kicked in as Scorpion slammed both their heads to the ground.

"Son of a-!" Prowler interjects with Scorpion pulling up two uzis

"I don't know what kind of game this is, But I'm telling you it ends no-" he's cut off with Spider-Boy uncloaking kicking him in the face

"Woof!" he said looking at the downed Scorpion with Spider-Man getting up

"Since that's done, I'm going home."

"He's getting away!" Prowler pointed out with Spider-Man and Spider-Boy looking at Scorpion who was escaping

Outside, Miles jumps on him and uses his venom sting on him with Terry webbing him up causing him to fall and stinged afterwards. The police arrived on the scene with guns up as they got out.

"What the hell?"

"Ladies and Gentleman, this is the Scorpion. Wanted by FBI, CIA, and Interpol. Now prepped up for Jail."

"Whoo!"

"You the man, Spidey!"

"Yes I am."

"Hands over your heads! Both of you!" ordered a policewoman

"What?! We-"

"NOW!" said a policeman

"Ugh!" Miles grunted as he camoflagued away from the cops with Terry looking at where Miles was

'I hate it when he does that.' Spidey thought web slinging away from the cops and into another building

Terry checks and sees Miles on top of the club roof seeing that Scorpion was being put away, but what struck Terry the most was that Prowler wasn't with him. He web zips toward the club roof and in front of Miles.

"Where's your uncle?"

"I don't know."

"He should be here. he-"

"That Bastard!" he yelled out swinging away in anger

'I can't believe that fork-tongued snake just left me out of the open, including his own uncle! Talon was right from the start, he can't be trusted!' he thought as he switched into his clothes with the equip bracer, once he decided to change the name. Went inside the Komori house and went upstairs to his room with a pissed off look

"Son of Bitch!" he muttered as he threw his equip bracer with Harry staring at him

"Let me guess, he played you." he said stated the obvious

"Oh, Big time. Me and Miles, he's pissed as I am." growled Terry

"Still, you took down Scorpion." Harry mentioned

"Yeah, but that dirtbag never told the information that I needed. Has he called?"

"Yeah, three times." phone rings "Make that the fourth time." Harry responded with Terry answering the phone

"How you doing, 'Hero'? Still in one piece?"

"Where the hell were you?"

"Rest up, we're just getting started."

"NO."

"No?"

"Deal's off."

"How about I tell everyone who you really are, Spider-Man?"

Terry's expression was now a deadly and angered glare as his fist was balled up, upon of finding out that Prowler knows who he is. Harry overheard the conversation and knew this wasn't going to go well.

Wednesday, Peter Parker's house Queens

Over by the home of the late Peter Parker, a unsuspected crib along with a couple of mover trucks drives by and stops. Inside the cab, was a certain blonde teenager with blue eyes and a gray haired woman step outside with the woman talking on the phone

"Hello? This is May Parker, I need to speak with Tony Stark. Yes, I'll hold" May Parker said with everyone looking at her and the blonde girl who was Gwen Stacy that she pointed them to beat it

"Hello, Mr. Stark. Yes we're in America now, and thank you for the movers. Before I go, I just have one favor." she continued with Gwen carrying their baggage.

"This new Spider-Man, I would like to speak with him." May Parker concluded with a straight face


	12. Prowler

Issue #12: Prowler

Last night Brooklyn, New York 10:12 p.m.

Prowler stood on a roof, waiting for both Spider-Man and Spider-Boy to meet with him. Prowler takes out his phone and starts texting Miles, not noticing that him and Terry were watching him with both of them stuck on the wall. The text said 'Maybe I didn't make myself clear to you two.' with Miles and Terry rubbing their chins. Another text said 'You're both playing with fire.' with Terry giving him a glare from above. Prowler then flicks a waist device as Vulture-like wings ripped through his trenchcoat and flew away.

Wednesday, Peter Parker's house 3:11 p.m.

A black limo approached the sideway of the original Spider-Man, out stood a certain playboy-billionaire by the name of Tony Stark holding a briefcase. He walked toward the house and knocked on the door, it opened revealing May Parker welcoming him in.

"Hello May, how's life treating you today?" he asked her with billion-dollar smile

"A few hooligans dressed like Peter started insulting us, but a few neighbors helped put them away from us." she answered sighing with both of them setting down

"It's good you still have friends here." said Tony Stark with Gwen Stacy and surprisingly Mary Jane Watson who came inside the house

"Mary Jane, it's good to see you again dear." May Parker said hugging her with Gwen glancing at Tony Stark

"What's he doing here?" she demanded with him getting up and opening the briefcase with a file on it

"Ms. Stacy, I'm here to bring this to May." the playboy-billionaire responded as he gave her the file

She opened it showing some pictures of the new Spider-Man, along with the recent activities he's been doing. The file also showed his name, Terrence Komori. The information of him wrote out that he was transferred to Midtown two months ago, born in The bronx, and what shocked her the most was that his parents died the same day her nephew Peter Parker. The description was that of a 17 year old teen with black hair, green eyes and of American and Japanese descent. Mary Jane stands in front of May and looks at the picture as she started to remember him, it was when he saved her and the 9 year old boy from that burning van. Gwen took the picture and looked at it herself, she smirked at the sight of Terry.

"He's easy on the eyes, but I think I've seen him before." she said with Tony Stark's phone ringing

"Hello? Oh, hi Carol! What? You sure? Wow. I know he'd be proud to know he's alive. I'll head back after I'm done here. Alright, bye babe." Tony concluded hanging up his phone

"Does the name, Harry Osborn ring a bell?" he asked them

Queens, New York 3:26 p.m.

Terry and Harry walked toward Burger frog, to get something quick to eat with Dante and Laurie. While they eat, Terry just sat there barely touching his combo. Dante and Laurie looked at him, wondering what was troubling him as he step out the door. Terry walked a couple blocks from Burger Frog as a voice he didn't want to hear.

"So do I have to tell your friends and everyone in there, or are you gonna play ball?" Prowler asked him in plain clothes

"If anyone did me like you did, I would've gutted you right here. Cause I like your spunk, I'll let ya live." he explained

"You're not leaving are you?" Terry asked annoyed

"Come on, you act like I'm harrasin' ya." he said

"You're annoying me, that's what you doing." Terry said back annoyed

"Come on, kid. With the work we do, you'll be thanking me here. We're making something here." explained Prowler

"Not gonna happen." replied Terry with him heading back to Burger Frog

"Then I guess I'll go inside and tell your friends about their freak-" he's cut off by Prowler

"You know what? I'm in. Same place, tonight, be there. As long as you get the hell out my sight." he responded with Prowler tilting his hat

"Catch you later, you won't regret it." he stated walking away

"Oh I won't, but you will." Terry muttered with him heading back to Burger Frog

Brooklyn, New York 8:39 p.m.

Spider-Man and Spider-Boy web slinged on the same location where Prowler was, with him waiting in his full gear. But unsuspected to all three, Carrion was on top of a building in front of Prowler balling his fist for revenge.

"See? Told you two wouldn't regret it. Here's what we're gonna do and how we're-" he's cut off by Spider-Boy

"No, Uncle Aaron you're going to listen to us." he said

"You got to be kidding me." he growled

"You'll going to listen Prowler, whether you to or not." Spider-Man declared with Prowler taking his mask off

"What do I tell you two about jerking me around?" Prowler asked glaring at them

"No, listen up. You don't come into town blackmailing us, putting the ones we care about in danger to knowing who we are. You'll give the information I want, and you get the hell out of dodge." Spidey stated while pointing at him

"That so?" he responded calmly

"Yeah, give the information I need and get the hell out of town or this will get messy." Spidey demanded

"Big words, for a man. Now you'll two get a man's response." he said as he threw his trenchcoat as he aimed and fired a hi-tech gauntlet at Spider-Man and Spider-Boy who screamed in pain

"How dare you both disrespect me! You don't run anything, I'm the kingpin around here!" he yelled out with Carrion sending a blow across his face

"Wrong, Davis." Carrion said standing before him

"And I'll make sure you relieve every moment of pain once I'm done with you." he replied with Terry and Miles

"You disappoint me, Darnby. If you had just been a good lap dog, I would've had ya as my top lieutenant." Prowler said shooting out the sonic disruptors at Carrion who teleported away from the blasts

"Liar! You're nothing but a damn snake, always have been!" he replied by throwing dark energy balls at Prowler who blasted them away

"Big talk for a man whose couldn't see his daughter!" Prowler taunted him with him blasting Carrion that it sent him flying down a jewelry store

"Now... you all learn something now?" Prowler responded looking down

"Yeah, you're an ass." Terry said throwing a right hook at his face

"Even I knew that." Miles said taking a defensive stance as he turned invisble with Prowler looking at one of the gauntlets broken

Laura walked out the jewelry store with her mother after Carrion had crashed in the store window. Meanwhile, Prowler gets up and notices both Miles and Terry were gone.

"You two ran away?! Is that the type of people you are?!" yelled Prowler as he turned around

"Nope" Miles said as he kicked him in the chest

"We're still here to kick the crap out of you." Terry said landing a swift kick at Prowler's legs, causing him to fall

"Uncle Aaron!" Miles yelled out as Terry's spider-sense kicked in with him grabbing Miles in mid-air as Prowler shot both of them before they fell on a bus driving by

The bus came to a complete stop as the driver heard thumping on the roof of the bus, with Miles and Terry holding on. Meanwhile, Carrion exits out the store with him rubbing his head and groaning. As soon as he was about to face Prowler, a small and child voice spoke to him.

"Daddy?" said the girl

He turned around and saw with wide eyes, a nine year-old girl who was his daughter. Laura and her mother were taking cover from the bus, while Carrion attempted to walk closer towards his daughter. Terry and Miles were groaning from the impact on the bus, rubbing their heads. Terry's eyes suddenly widened as he saw Laurie and her mother, along with a nine year-old girl hugging Carrion for some reason he didn't know of. All of a sudden, both Terry and Miles spider-senses ringed as they saw Prowler about to shoot the bus.

"Prowler! Do-!" he was cut off as Prowler blasted the bus, sending both Terry and Miles flying back in the store

The bus was about to crush Carrion's daughter, until Laurie sprung into action and saved the little girl. Carrion teleported both Laura and his daughter away from the explosion and to where Laura's mother was. He bented down on his knee to look at daughter with a small smile.

"Stay here with this two sweetie, you'll be safe. Daddy has to go now." Carrion said hugging his daughter one last time as he teleported behind Prowler with an angry look

"You son of a bitch. You think you're the boss around here because you got some fancy toys?" Carrion replied hitting with glowing blows

"You're nothing more than a thief and a snake." Carrion growled him with as Prowler send him flying with a sonic blast

"You were always the weak one, Darnby! Maybe I'll change that by putting your corpse in front of your daughter's feet you ungrateful-" he's cut by a flash kick in the face by Spider-Man and a venom sting by Spider-Boy

"You're not hurting anyone else, Prowler." Spidey declared with Spider-Boy being knocked away by Prowler

"You little-" he's once again cut off by a malfunction with the damaged gauntlet from before as a searing explosion sends Spider-Man, Spider-Boy, and Carrion flying back

Carrion got up first, looking at her daughter to know she was safe as he smiled. He then turned his sight at where Prowler remained charred, but still breathing as Carrion spit on the ground disgusted with him. Terry and Miles got up with their mask torn the same way, only a part of Terry's showed his hair. A crowd started to walk by them as they saw the burnt Prowler, with Laura behind Terry and Miles.

"Oh my god." said Laura covering her mouth

"Someone call 911!" a man had said as Terry and Miles walked by the charred Aaron Davis

"How about that? You look just like your old man." he weakly said to Terry whose eyes widened

"What did you say?" he asked Prowler still shocked

"Warren...J-Jackal. That's the one who-" he stops as his eyes closed with Terry and Miles in shock

"I'll take him to the hospital. You head home." Terry told Miles as he grabs Prowler and web slings him to the hospital


	13. Face to Face

Issue 13: Face to face

Thursday, Triskelion New York

"There's a new Spider-Man?!" outbursted a certain blonde-haired muscular man in a star spangled suit hardened with armor was Captain America also known as Captain America

"I don't understand. How-" he said on how there was a new Spider-Man with Tony Stark

"Well, Captain. While you were doing your thing, we found ourselves another Spider-Man." Stark explained looking at his iPad

"Did we do this, Tony?" Cap asked him

"No, the world did this." he answered with him and Cap walking

"The kid's named Terry Komori." replied Tony

"How old is he?" asked Cap

"Seventeen. Good Kid. He's tryin' real hard too." Tony responded

"Seventeen? And Fury allow this?" Cap replied shocked

"Allow? It isn't for Fury to allow, Cap." Tony explained to the super soldier

"Seventeen's young enough." Cap responded

"A little bit young." Tony remarked on

"If he's too young enough to join the army he's too young to wear the uniform. It shouldn't be allowed." he explained

"I remember a story about someone else joinin' the army even though they weren't allowed." Tony stated out

"He took a bullet for me. And he fell to the hands of a criminal because I didn't train him like I was tasked to."

"You haven't met the kid."said Tony

"Maybe I should." he declared

"I think should." Tony said to him with a S.H.I.E.L.D. agent approaching them

"There's something coming over the wire that you guys might want to see." the agent said with Cap's face turn grim and Tony's eyes wide as they saw a screen image of Spider-Man that said 'New Spider-Man: Murderer?'

"I need to talk to him, now." Captain America said with a glare

Thursday Midtown high, Queens 1:37 p.m.

This day could not get any better for Terry, with the exception of the news telling him he was a murder. Terry kept going it over his head, the explosion had either came from the gauntlet Prowler or a from the bus. However, he couldn't concentrate with Flash Thompson aruging with a dark brown haired jock who was Dwilght "Streak" Ryan. They were where Harry, Dante, and Laurie were.

"Face it Streak, Spider-Man is a murderer. End of story." said Flash accusing him with

"No he's not! It's what they used to say about Peter Parker when he was Spider-Man, That doesn't mean it's not true what they saw about this one." Streak said siding on that the new Spider-Man is innocent

"Yeah, I'm with Streak. Spider-Man's not a murderer." said Kenny "Kong" Mcfarlane backing Dwight up

"That's right, Kong. Don't dis the Spider, bro. The guy hits like a linebacker and runs like a wide receiver!" Streak said with a 17 year old girl with brown hair and green eyes walked toward Terry

"What's your take on Spider-Man being called a murderer?" she said to him as he snapped out of trance

"Untrue! He's not a murderer." he yelled out with everyone looking at him

"See? Even Komori says it's not true. Laurie saw what happened, and she said he didn't kill that Prowler guy." Streak yelled out

"You actually believe he's innocent?" asked the brown haired girl

"Of course. Remember how use to do that on the original Spider-Man and he prove them wrong? That's exactly what this is."

"I noticed your camera over there not to long ago." she points at his camera which was in his jacket pocket "You a photographer or something?" she questioned him with Terry rubbing his neck

"Yeah, I currently work at the Daily Bulge now." Terry stated

"What's your name?" Terry asked her

"Jessica Jones. You?" she asked him

"Terry Komori." he answered with his phone ringing and looking at the caller id as his eyes lit up

Harry gently moved Jessica out of the way, after he decided to see what was going on with Terry and walked toward him looking at his phone. His eyes widened to see who was calling him. He nudged Terry to answer it, snapping him out of the trance.

"Hello?"

"Do you know who this is?"

"Yeah, your name camed up."

"We should meet."

"How did you get my number?"

"We know the same people."

"Could I met you once I'm out of school? Do you have someplace we can meet?"

"Somewhere private?"

"Yeah, sure."

"Write down this address and bring Harry Osborn with you too."

Terry started writing the address on a small piece of paper

"Was that who I think it was?" Harry had said to him

"Yeah, it was. And they want to talk to you too." Terry gives Harry to written paper "Go to this address and I'll meet you there after school." he explains to him

Queens, New York 3:41 p.m.

Spider-Man web slings toward a certain location he attempted to go to, but Terry kept thinking if he should stay Spider-Man. He walls run a building and leaps in mid-air as he sticks to a wall, noticing Miles was fighting a man with a purple and black suit. Terry looked closely at the man Miles was fighting, he realized it was a low level supervillian named Batroc the Leaper.

"Batroc the Leaper? You got to be kidding me. All this guy does is leap, he's even worser than Herman Schultz." he stated annoyed doing a web slinging kick towards the two robber accompanying Batroc

"Batroc the Leaper. Do you have anything better to do?" Spidey mocked as Batroc leaped to attack Spider-Man, only for him to dodge and kick him in the ass that it sent him flying to a bus

"I mean really? How are you still a B-lister?" he seriously asked the Leaper while webbing him on the bus as two police officers surrounded him

"Hands over heads!" shouted a policeman

"What? I-" Spider-Man was cut off by another police officer

"Hands over your head! You're wanted for murderer!" the officer yelled out

'The Hell with this.' he thought with him and Miles leaping out, not noticing a figure was watching them as Terry caught a glimpse he was being followed

"Where you off to?" Terry asked him with Miles showing him a certain address to a certain place

"You got call too? So did I, let's go." Terry replied

"My web-shooters got broken... when I fought my uncle." Miles hinted sadly

"Oh, right. I'll give you a lift then." he responded feeling sorry for Miles to witness his uncle's death as Miles held on his back as he swung both of them away

Unknown location, Queens

Terry and Miles appeared the destinated location who they would meet, with Harry standing by the warehouse door. Harry noticed Terry was with Spider-Boy, who he didn't know about until now.

"Whose he?" asked Harry

"Miles Morales, Harry Osborn." Terry answered introducing Miles to Harry

"Wait. You're the Hobgoblin. You were in the news fighting-" Harry cuts him off

"I know, I know. It's nice to meet you, Miles." Harry said extending his hand with Miles shaking it

"They're inside. I've already spoke with them." Harry mentioned as him along with Terry and Miles walked inside the warehouse

"What took you so long?" asked a young and feminine voice

"Sorry about that. There was this crime in progress." Terry said with him and Miles taking their masks off

"Which one of you smell like frosting?" the voice replied

"This one." Terry hinted pointing at Miles

"That's kind of hard to explain." Miles stated out

"You both stink like cake." the voice said

"Hey, wait a minute! I don't smell like cake frosting." Terry said

"Leave them alone." said a old mature and feminine voice

"I'm hungry now." the young voice

"Stop." the old mature and feminine voice

"Was there a reason you needed to see us?" Terry asked them

"Well, first, proper introductions, no?" said the mature feminine voice

"Miles Morales." said Spider-Boy

"Terry Komori." said Spider-Man with the voices being that of May Parker and Gwen Stacy

"My name is May Parker. I was Peter Parker's Aunt. I helped raised him. This is Gwen Stacy." she said with the blonde haired waving her hand

"Yo. Cool." said Gwen Stacy

"We've actually met." Terry said

"We have?" she replied confused

"Yeah, I was in the funeral back at the cementary." explained Terry

"There was a lot of people at that funeral. Oh wait, we did talked." Gwen said

"Yeah, we did." he responded

"Wow! We did talked. I asked what did you say." Gwen said remembering him say Peter's word

"And I said with great power, comes great responsiblity. I quoted his saying." Terry reminded

"I remember that Spider-Woman had told me that saying once." said Miles

"And I still do." said a familiar feminine voice that Terry, Harry, and Miles knew was none other than Jessica Drew, Spider-Woman in her spider costume with her mask off

"Jess, What are you doing here?" Harry asked her confused

"You know her?" Gwen said surprised

"Yeah." Miles answered for her with May looking at Jess

"Who are you?" she asked the clone of Peter Parker

"My name is Jessica Drew, but I'm a clone of Peter Parker. I heard about his death, that I paid a visit to his grave a day after the funeral. If you don't want me around, I-" May Parker cuts her off

"Hush, now. I don't mind, there's no need to look down. As long as you have Peter's DNA, you're still family to me." she said to Jess as she hugging May Parker

"Thank you." she said with small tears coming from her eyes with May looking at Terry

"Why do you do it? Why did you become Spider-Man?" she asked him

"I felt like that when Peter had died, I felt that I should take up the mantle of Spider-Man Mrs. Parker. After him and my parents died on that day, I vowed to take his legacy." he explained

"I assume that stuff about you in the news is nonsense. They use to say the same thing to Peter." she verified him with her holding a small box in her hands

"Most of it is." Terry stated

"In fact, I have something of Peter's I think you should-" she's cuts off by a unknown voice to Terry and everyone else except Jess

"Not so fast, Mrs. Parker. I don't think this young man should be Spider-Man anymore." that voice was Steve Rogers aka Captain America


	14. Provin em' Wrong

Issue 14: Provin' em wrong

"Captain America, you are a jerk!" Gwen shouted at the man with

"Gwen Stacy!" May parker said shocked

"Well he is, Aunt May. He can't tell Spider-Man he can't be Spider-Man anymore." she stated

"Actually little lady, I can." he declared

"Whoa! hold on. This is a secret place, how could you even-" Terry cuts Miles off

"He followed us here, that's how."

"How do you know that?" asked Harry

"After the fight with a french b-lister, my spider sense went off for some reason. It couldn't be Batroc, because the cops already took him in. The only conclusion I camed up with, was that I was being followed." Terry explained looking the super soldier in the eye

"I had intercepted the call that had brought you both here. And the fact that I could and you didn't know, is one of the reasons why you can't be Spider-Man." said Cap

"What a load of complete crap! You followed us here, end of story." declared Terry

"How old are you two?" Cap asked

"Thirteen." said Miles

"Seventeen." said Terry

"You both are two young." Cap replied

"Fury said I could be Spider-Man." Terry stated

"And I'm saying you can't." he said to Terry

"And I'm saying I can." he replied back to Cap

"I'm doing this to save your lives. I'm trying to have you both not get killed out there, you both have no training." Cap explained

"I'm training now, you're not. In memory of Peter Parker-" Terry cuts him off

"You're not talking to me or him, you're talking about Peter Parker." he said giving Cap a hard stare with everyone looking depressed as late lover of Peter Parker, Mary Jane Watson enters inside

"I just want us all to learn from our mistakes." he said with guilt

"MJ." she said

"Harry." he said

"I'm sorry what happen to Peter. When I heard about what happen, I became too much for me. If there's any at all, please let me know" Harry said to her with MJ looking at Terry and Miles

"Hi." said MJ

"Hi." said both

"I'm Mary Jane Watson." she said

"I know, I saved you that time at the bridge. Harry mentioned you both a lot. I'm Terry Komori." explained Terry

"I just read your blog, Not in a weird way though." Miles stated with Cap looking back at Terry

"Kid, I know your heart's in the right place, but not with the world the way it is now. When you're eighteen-"

"You think I killed the Prowler." Terry said

"You mean his uncle." points to Miles with Gwen and May looking at each other " I don't know what happened that night and neither do you. And that's my point." said Cap with his communicator beeped

"Hold on. This is Rogers, go ahead." he said

"Yes. How did that thing- the Lincoln tunnel. Yes, I'm on my way there. he said flicking his communicator off and looking at Terry

"I have to go. We won't be continuing this conversation. If you disobey my direct order, I'm letting everyone know you're Spider-Man." Cap said as he step out and leaves on his motorcycle

"What a complete-" Gwen

"What are you going to do?" Mary Jane asked the new Spider-Man

"Right now, I don't know. What would Peter Parker do in a situtation like this?" Terry replied with May Parker walking toward him

"Prove yourself. Prove him wrong." said May Parker

"Yeah, but he just left." he said a little confused

"Then maybe these will help you." May said handing him the small box

Terry opened it with Miles looking what's inside of it. They both looked in shocked at what they say, something that was Peter Parker's main accessory as Jessica Drew's expression was shocked.

"Are these-" May cuts Miles off

"His web-shooters. I had thought real hard on this and thought that he would want you to have them." she said to Terry

"Actually, Miles can have these. Mine's are mostly organic based." Terry stated with a web shot up the ceiling

"In that case, go get 'em tiger." Gwen flirted Terry with as he blushed a little

"But maybe, Captain America is-" Terry cuts Miles off

"He's wrong man, end of story." replied Terry

"Are you sure you could do it?" MJ asked Terry

"He can do it, Mary Jane. I know it." Harry stated

"Don't do what we say, don't do what he says, and don't do what Peter would do. Do what your hearts tells you." with Terry looking her with a stare

"Don't do what would Peter do, do what Terry Komori would do. The same would go for you too, Miles Morales." she said with a smile as Terry smiled back

As Terry leaves the hideout of the late Peter Parker with his mask back on, he decides to web sling to the Lincoln Tunnel to help out Cap 'I'll show that old man I could be Spider-Man, no matter what he says.' he thought as sees an explosion outside the Lincoln tunnel

He sees Cap come outside from the blast as he shielded himself from it and sees one of Peter Parker's rival, the Rhino.

"Oh,-" he's cut off as Rhino rams Terry that it sends him flying a mile away

As Terry is sent almost falling towards the ocean, he suddenly sees that he hasn't fell in. Terry notices that he was floating in the air as he grinned a wide smile

"I'm back!" he yelled out as he flew back to Lincoln tunnel

Spider-Man sees that both Spider-Boy and Spider-Woman are helping out the police and Cap, as Spider-Man free-falls and shoots Rhino in the torso with BEV blasts. Spider-Man dodges an incoming car hurdles at him and creates a web that holds the car from crashing toward the civillians, while Cap boots Rhino in the face. Spider-Woman webs Rhino in the face, while Miles goes into Camo mode from behind and decides to use his venom sting on Rhino with Spider-Woman getting out of the way. A searing explosion sends all four flying back with Spider-Boy and Captain America falling in the ground first, while Spider-Man lands on a nearby car as Spider-Woman lands on top of him. Spidey wakes up from the blast as he sees Spider-Woman on top of him, as she notices this too with a shocked and blushed expression.

"Terry." she whispered to him

"Yeah?" he whispered to her

"Your hand is on my Butt." she told him with Terry looking from over her to see when his hand is

"Oh, sorry." he said removing his hand from her bottom with both of them getting up and seeing a malfunctioned Rhino, courtesy of Miles with him and Cap walking toward Terry and Jess

"Okay, but you need training." Cap said to Terry

"I know that. So, are you going to train me old man?" Terry said back at Cap with both of them staring at each other as Miles and Jess looked back at each other and back at Terry and Cap

"Oh, boy." said Miles


	15. Making the Choice

**AN: Alright, this is where the conclusion between who Terry should be paired up with, and also continue on the United we stand saga. So please review and enjoy. **

Issue #15: The choice

Komori residence, Queens 8:27 P.M

After the fight with Rhino, Terry took a sip of water and a plastic bag of ice on his head wearing a tank top and black shorts. He went upstairs to his room, but unknown to him was Jessica Drew in his room. She wore a small white t-shirt and tight gray shorts, she was staring at the window thinking about something that caught his curiosity.

"Something on your mind?" he asked her that it caught her off guard

"Oh, hi. I didn't mean to pop in like this." she said

"I don't mind, really. Where's Harry?" Terry replied

"He's staying at the Parker house for the night. I'm still thinking about something." Jess explained walking away from the window

"You're still thinking on whether to go and do this family thing?" he asked her with Jess letting out a sigh

"Yeah, part of me wants to. But, the other doesn't know yet." she sighed

"Well, do what your heart tells you. Was there something else or was that it?" Terry said with Jess smiling at him

"As a matter of fact, there is." she walks up to him "Thanks for catching me at the base during that fight with Electro." she answered as she kissed Terry on the lips

Terry just stood there, while Jess rubbed her head as she thought what she did. She saw that Terry's expression was blushed and surprised with his mouth open and blinked twice.

"Terry I-" he cuts Jess off by placing his finger on her mouth

Terry moved his finger and kissed her passionately on the lips with this taking a surprise to her, but she shrugged it off. He wrapped his arms around her waist, while Jess wrapped her arms on his neck as they landed on his bed. She moved his hair slowly as Terry moved his hand, giving her butt a nice squeeze as their tongues wrestled each other. Terry turned her around with him on top and Jess on bottom, pulling up her leg while kissing her more passionately. They stared into each others eyes and was prepare to say something, until they heard a ringing sound with Terry sighing as Jess picked up her phone

"I got to go." she said getting up from the bed

"Yeah, OK. See you when you get back?" Terry replied with her walking to the door and stopping at the door as she gave Terry a smile

"Definitely." Jess concluded as they kissed with her walking out

"I wonder if Jonah has something for me." checked his phone and looks at a message from his boss 'Komori, I'm letting you know that a new employee India Dimanji has started working as a reporter and journalist. She mentions she works at Empire News and that she knows you. Get the chance to call me back on that.' "I can't believe Indy's working at the Daily Bugle now. I'll talk to her about that tomorrow but first, I chill in the meantime." he concluded with him landed on his bed

Friday Brooklyn, New York 3:17 P.M.

It had been confirmed for Terry that every school in the city was closed, due to the country being at war. He was walking with Miles, asking if this happen to where his school was.

"Terry, have you thought of joining the Ultimates?" Miles asked

"Why?" he responded with

"I was wondering were you join them and take Cap's advice in being trained." explained Miles

"I'll admit that I'll need training, but joining the Ultimates? I don't think so." Terry said

"Think about it, they'll need you. I mean if you won't do it for them, do it for yourself." Miles said back at him with Terry thinking on it

"I take it that how the whole world is acting, I can see-" pauses as he sees a cop at Miles' house "why." he concluded with a cop walking up to Miles

"Hey, you Miles?" the cop asked him

"Um, Yeah." Miles answered with the cop talking on radio

'The kid's here. He's with someone else to. Asian, 17 years old, green eyes, alright I'll ask.' turns to Terry 'What's your name, kid?'

"Uh, Terry Komori." Terry said as the cop tells Terry's name on the walkie talkie

"You two get inside, they're waiting for you." the cop said as Terry and Miles went inside the apartment and saw Miles' parents and a black pixie haired caucasian woman with blue eyes who obviously was a police detective.

"Hello, boys. My name is Maria Hill, Homicide division detective. I would like to ask you both some questions about Aaron Davis." turns to Miles "You and your uncle were close she said

'Aaron Davis? Wait, does she mean-?' Terry thought

"Kind of." Miles said siting down with his parents

The conversation continued on with Terry leaning on the wall, while Miles' dad was telling detective Hill that Miles was too young to be involved in the investigation. Terry on the other hand, was thinking why did they want to talk Prowler. 'Why would they want to talk with me for? Did they see me talking with him the day before yesterday? Dammit.' he thought as Maria Hill looked at Terry

"Mr. Komori. I would like to ask you a few question, if that's alright with you." she stated

"You have questions you need to ask me?" Terry asked her

"Yes, there was a mention that Prowler attempted to contact you. Is this accurate?" Hill replied with Terry having a blank expression

"Yeah. He said he met my parents, but I didn't believe a word he said though." he responded in a calm tone

"Actually, he was in contact with your parents before their death. And from what I gather, your parents were CIA agents, you also have an uncle and sister that live in Los Angeles with the country at war." she stated as Terry had a surprised expression

"Right, they do." Terry said

"So, did you find out who killed him?"Miles asked her

"It was Spider-Man and Carrion, boy." said his dad

"That's not necessarily true." Maria said with Terry and Miles eyes widened

"What?" they both said in shock

"You see Miles' uncle had some stolen technology that he didn't know how to use. And according to the coroner's reports, it backfired on him."

"So it killed him. And it would prove that Spider-Man and Carrion didn't kill him during the fight." Terry concluded

"Correct. Prowler was a master thief, and for years he had a specific agenda and a very specific modus operandi. He also knew the limits of how to push them and dance between our legal system. For all of a sudden, to announce himself the new kingpin of new york. So what the sudden charge of deciding to become one?" the detective stated

'Us, Me and Miles. Not to mention, he must have known something was coming. But what exactly was coming here?' Terry wondered

The investigation ended as Maria Hill, left the apartment leaving Terry, Miles, and parents inside. Terry looked at the window sighing at how Prowler was actually right about what he knew before his death, while Miles and his parents were wondering was he alright as Miles' mom walked toward him.

"Terry, are you okay?" she asked him

"I'm fine, Ms. Morales. I'll be going now, nice seeing you Miles and you too Mr. Davis." Terry shrugged

New York City, New York 5:14 P.M.

'Alright, I'll do it. I mean how hard could it be? Just go to the Triskelion, ask Cap to train you and tell him you want to join.' he thought web-slinging through the city 'Just one problem, I have no idea what's going to happen once I'm there. Hope I don't get shot.' he concluded stopping at a building that viewed the Triskelion.

He flew as he suddenly saw a VTOL flying over him, but unknown to him was that Miles was behind him with his spider sense ringing. Terry looked behind and saw Miles about to crash on him.

"Miles! You're to-" he's cut off as Miles crashes into him with Terry's body over a wide window with S.H.I.E.L.D agents staring at him and Miles as he fell on a crate of boxes

They heard guns clicked and saw that S.H.I.E.L.D soldiers started to fire as Terry created a small web-like dome that covered him and Miles. The soldiers ceased fire as a few walked toward the web-dome until all of a sudden, the web-dome burst into webbing as it covered the soldiers and webbed their weapons.

"How did you do that?" Miles asked Terry

"It's a trick I learned a while back when I was the Scarlet Spider." he answered with Miles staring at him

"You were the Scarlet Spider?" he replied

"Yeah, I was." Terry responded with a familiar figure behind him and a couple of S.H.I.E.L.D soldiers beside the figure

"Excuse me boys, what are you two doing?" said a familiar voice to Terry and Miles

They turned around and saw the star-spangled figure of Captain America in original Ultimate uniform, along with personal shield.

"I'm here to join the Ultimates. Spider-Man reporting for duty, sir!" Terry said with Cap giving him a look and the same going for Terry


	16. I'm an Ultimate

Issue 16: I'm an Ultimate

Queens, New York 4:26 P.M.

Due to it rainy and drizzle outside, Harry decided to head to the Parker house for a visit or for another stay. He was wearing a black hoodie covering his head, while he oversaw S.H.I.E.L.D. Transports moving around.

WWWWWWWOOOOEEEEEEEEEEE

"City must be on lockdown or something." he said continuing walking to the Parker residence

"I wondered where Terry is." Harry pondered scratching his head as he knocked on the door of the Parker house

The door opened revealing Mary Jane Watson standing at the door.

"Hey." replied Harry

"Hey." responded MJ

"What are you doing here?" he asked her

"Came here to see Gwen and May. You?" she said back to him

"Same thing." explained Harry

"MJ I was wondering, do you mind if we talk sometime?" asked Harry

"Yeah, I'd like that." answered MJ as Harry entered the house with May and Gwen in the living room

"Hello, Harry." she greeted Harry with him siting on a chair

"Hello, Mrs. Parker and hey Gwen." he greeted back

"Hey. I wonder, is that friend of yours taken?" said Gwen

"Friend?" Harry asked confused

"Don't act dumb, I mean that spider hottie with green eyes." she explained

"Gwen." sighed May

"What? He's so cute, and he's easy on the eyes." Gwen said dreamily

"I think it's just his Irish charm. I don't know, but I'll ask later." he said with a grin and rubbing the back of his hair

Triskelion, New York 4:30 P.M.

"What are you two doing here?" demanded Cap

"I just came here to get an autograph." answered Miles

"I came here to joined and be trained, old man. I came here to help you clean up this mess." Terry responded with Cap giving a irritated look

"I know your heart is in the right place, but swinging around with us is going to get you kill kid. Go home." ordered Cap

"No." Spider-Man replied with Cap giving an angry look

"Go, home!" yelled Cap

"I'm not going home, dammit!" Spidey shouted back with his and Spider-Boy's spider senses blared as they heard an explosion that knocked Cap back

'Time I proved you wrong old man, this last time.' Terry thought

THWIP

TACK

"Agh!" Cap grunted with his head stick with webbing

"Let go! Let him fail!" said a vocalized voice as Spider-Man looked up and saw a HYDRA soldier

'HYDRA! These dudes are bad news! It proves they're attacking the base. They're dumber than I thought too.' Spider-Man thought with Cap slamming his shield to a window and jumping inside as Spider-Man webbed the soldier's face and did a high kick toward his face

Spider-Man and Captain America kept taking on HYDRA soldiers left and right, with both of them landing powerful and striking blows at them. Hulkbusters came in to join the fight with Terry being apart of the squad. Captain America throws his shield as it hits multiple soldiers, with only one toss as Terry spots a missile being aimed at the Triskelion. He web-zips toward it and attempts to disarm as best as he can, while Miles takes care of the HYDRA soldiers trying to stop Terry from disarming it. Terry tried disarming the missile cutting one of the wires, but met with no success. He did sent it up in the sky however, but with him diving in the air as Captain America saw him falling.

"The new Spider-Man! Save him before-" he's cut off with wide eyes as he sees Terry flying in the air and shooting BEV blasts at Hydra soldiers from behind Captain America, along the way shot impact web balls at the remaining soldiers falling to the ground

THWIP THWIP THWIP THWIP THWIP THWIP THWIP THWIP

"I'm the man!" Spider-Man said cheerily

'Don't let Cap see you like this, Terry. Be cool.' he thought with Captain America standing in front of him

"I take it back." he said

"Say what?" Terry

"I take back everything I said. You got what it takes, kid. You want in? We need someone like you." Cap stated as the Ultimates Thor and Iron man along with Spider-Woman

"What's he doing here?" Spider-Woman said surprised

"Hey, baby." Spider-Man said cooly

"You see this? The new Spider-Man did this. He took them out, so did Spider-Boy." Cap explained

"The mess or-" she said confused with Terry scoffing

"Hahaha." Terry laughed with sarcastic

"Well done, young squires." Thor said giving him and Miles a pat on the back

PAT!

"Oww." Terry said rubbing his back along with Miles

"You don't look like much." said Iron man

"That so?" Terry replied pinching his eyebrow

"I mean which one of us isn't wearing a lazy spider costume?" Iron Man responded with Terry showing an annoyed look

"Why the hell does everyone talk crap about my costume? I love it, and it's freakin' iconic!" Terry said

"Didn't know one of iconic terms was ugly as hell, kid." mocked Iron man

"This coming from the guy wearing a sorry ass suit of armor, with a weird and crappy looking head?" Terry jokingly said with a grin

"Hmm, I like him." Iron man said with a grin

"Do you guys have a phone?" asked Terry

Triskelion, New York 9:07 P.M.

Terry was spending a night at the Triskelion after being a new member on the team, he met Falcon, Hawkeye, surprisingly Sue Storm aka Invisible woman of the reformed Fantastic four and other heroes. Terry and Iron man were working on another suit Terry could use in the Ultimates, deciding to go with the advice. It looked like the black suit the original Spider-Man wore, but with the spider symbol being red instead with red shoulder blades, shoulders, and web gliders. He also had the mask exposed his chin, mouth, and nose. He was in a room next to Spider-Woman's as he flexed his body after the battle with the door opening up revealing Jessica Drew with her mask off. She walked up to him, with a blank expression.

SLAP!

Terry receives a slap in the face by Jess, with him confused and blinking

"What the hell?" he said rubbing his cheek

"What are you doing, idiot?" she growled

"Oh I don't know, I join the Ultimates! What other reason is there for you to slap me?!"

"You are an -ugh!" she growled leaving out the room

'What's with her?' Terry thought resting on the bed

Saturday Triskelion, New York 9:10 A.M.

Terry woke up when he heard a knock on the door of his room, he opened it revealing Iron man.

"Come on, kid. We got to go." he said

"Go where?" Terry asked

"You'll see. Now, put on that suit we made." Iron man responded with Terry putting on his Equip-bracer and changing into his new made suit

Spider-Man and Iron man were outside where they saw S.H.I.E.L.D soldiers, Giant-men squad, War Machine, the reformed Fantastic four, Black Widow, Thor, Spider-Woman, and Captain America on a speaker. Terry's expression was shocked to see this as one thing had crossed his mind, something Dante had told him.

"No way." he said from behind

"I accept." said Captain America


	17. Day as a Ultimate

**AN: This is the connection of Terry Komori and Jessica Drew for this part and also two or three more chapters left in New Ultimate Spider-Man. Also, if you don't know how the members of the reformed Ultimate Fantastic four, go check out my Ultimate Kick-Ass fanfic. Review and enjoy, that is all.  
**

Issue #17: Day as a Ultimate

Helicarrier One, 2:26 P.M.

Spider-Man, a few Ultimates, and a platoon of S.H.I.E.L.D soldiers were at the hanger deck outside with Hawkeye going over the battle plan to liberate Wyoming from Hydra forces. Obviously, Hawkeye was leading the attack with Spider-Man wondering if this was the right idea to be in the Ultimates. But he realized he need to, to see his sister and uncle who were still in LA.

"Spider-Woman, you and Spider-Man stick together as a tag team." said Hawkeye

"!" both of their expression were surprised with shock

"Uh, actually, I'm just going to do my own thing." she declared

"You're going to follow orders because I said we are at war and you are a soldier. This one is a request from Captain America." stated Hawkeye

"Yeah, but-" Hawkeye cuts her off

"A order's, a order soldier. You two are a team. End of discussion" he said with Spider-Woman giving Spidey a glare

"Try to keep up." mocked Spidey as he gave a small grin

Wyoming, 2:37 P.M.

The battle starts with Invisible woman and her Fantastic four dealing with the heavy firepower from tanks, while the Giant-women squad swatting out Hydra jets and Falcon soaring the skies. S.H.I.E.L.D soldiers fire on Hydra forces, while Spider-Woman was web-swinging and Spider-Man flew firing BEV blasts providing cover fire.

"So, let's try to win." Hawkeye yelled out with Spider-Man landing on the ground

"Incoming! War Machine platoon!" Falcon shouted with Hydra War Machines firing on them as Invisible woman put up a force field around his team-mates and Spider-Man dodging the impact.

"Dammit!" cursed Spidey

'War is hell indeed. Where did they-' his thought is cut off all of a sudden

THWAP

His thought is cut off when web fluid pulls his head and himself up in the air

"Come on! UP! UP!" shouted Spider-Woman

"Jess, what the hell!?" Spidey yelled back with him tearing the fluid off of his head and landing back on the ground feet-first

"Get out! You don't want to be here, Terry!" she shouted out

"I'm trying to help the others out!" he yelled out

"You're trying to get killed!" she yelled back at him with her kicking a Hydra trooper

"What makes you think-" Spider is cut off from his spider senses as he leaped forward

FABOOM

An explosion seared in the battle as Spider-Man flew to one of the Hydra war machines and launched a strong punch at the head. He then started to find the off switch on the war machine he was on, until his spider sense kicked in as he did a back flip off the war machine he was on as it shot from the two behind.

KABOOM

Spider-Man then aimed his hands closely at the incoming war machines, as his hands glowed with bio-electric energy.

ZZZZZAATTT ZZZZZAAATTT

He blasted the two war machines up with Bio-electricity venom blasts. A couple more war machines come from behind him, only for Spider-Man to maneuvers around them as they shot each other.

KABOOM

"Bitchin'." he said free-falling and landing back on the battlefield with Spider-Woman beating up Hydra soldiers

"Piece of cake." Spider-Man cracking his knuckles as he did break dance like kicks at a few Hydra troops and looked at Spider-Woman

"Shut up!" she said

CLUMP

Both Spider-Man and Spider-Woman looked down, only to see a small metal object in front of them

"Ah, crap." he said with him clenching his eyebrows

"Grenade!" she yelled out with both of them jumping out of the blast radius

KABOOM

"You alright?" Spidey asked Spider-Woman

"Idiot!" she said with Spidey giving her an irritated look

"You know what? That's it! What the hell is your problem? What the hell do you have against me?!" he shot back at her with her pointing at him

"I don't hate you! If I did hate you, I would've just you left you there!" she yelled dodging bullets and missiles

"You know something about me that I don't. What is it? What is your deal with me?" he yelled out

"I- I like you." she confessed

"As a friend, I know!" he said back at her

"NO! I like you, like you." Jess explained with Terry having a shocked expression

"Wait, do you mean-" Jess cuts him off

"Yes, I love you stupid." she concluded with Terry webbing up the Hydra troops with ease

"Wow." he said surprised

"Let's put a pin in this, okay." she stated kicking a Hydra squad as Terry was webbing and beating up on Hydra troops

THWIP THWIP THWIP THWIP THWIP THWIP THWIP

SMACK SMACK SMACK SMACK

'Oh no.' Terry thought seeing a hydra war machine preparing to fire on Captain America riding a hover bike carrying the American flag as he started to fly at it with Spider-Woman seeing him do so.

"What are you doing? We have orders!" Spider-Woman shouted to Spider-Man

"I'll be right back!" he shouted back

'Hold on, old man.' he thought as he flew toward the war machine attempted to shut the armor down with a single touch from his bio-electric venom sting.

"Spider-Man, behind you!" Spider-Woman warned him as he saw a Hydra war machine fly right at him as he disarmed the one he held on to

He webbed the face of the war machine as it tackled him on impact. Spider-Man was struggling to free himself as he saw that him and the war machine were about to crash into Giant Woman.

"Dammit, get out! Giant Woman, watch out!" he yelled out with struggling to break free

But it was too late for Giant Woman to take notice, as they collided into her.

"AGH!" she screamed out with the war machine armor falling in the air with Spider-Man still trapped, but eventually breaking free and got crashed along with the war machine

THUMP

THUD

"This is going to take a while." he groaned rubbing his head


	18. Charging on the Front Lines

**AN: this is part 18 for New Ultimate Spider-Man, along with a Ultimate X-men cameo appearance. If you don't know who Deadstroke, Copycat, Mimic, and Brute are, check it my Ultimate Kick-Ass story to find out. You guys can go fanart or deviantart on this if you want. Anyway please review and enjoy as always.**

Issue 18: Charging on the front lines

flashback Friday Malibu, California 3:26 P.M.

'Okay, my first week in California didn't turn out bad. First day in Mali high was good, counting on the fact I dodged every jock who wanted to stuff me in a locker. All I have to do is hope nothing bad comes-' his thought is cut off when he's a pack of jocks in an alley way.

'My way.' he concludes his thought with the main leader walking up to him

"Look what we got here, it's Komori." he chuckled with the other street punks

"Listen, I don't want any trouble-" Terry is cut off with the main jock grabbing him by the collar of his shirt as a crowd of students from Mali high came including a 16 year old girl with red hair and blue eyes

"What did I tell, huh? Better watch out-" he's cut off with Terry kneeing him in the chest as the jock beside him caught him

"He hit Butch!" said the one holding him

"Crap!" Terry muttered

"Get him!" declared the punk holding Butch

The back of Terry's head started ringing as he dodged a blow from behind, while leaping on a fence in the alleyway. He jumped down as the jock holding the jock leader sent a blow, with Terry blocking and landing a swift kick to the leg sending him falling. The second one grabbed Terry, as he struggled and bash him to a wall. Terry went into a defensive stance and gave a deadly glare at the last one. The third one run away from the alleyway, with the crowd cheering Terry on with the red haired girl walking towards Terry.

"Hey, are you alright?" she asked

"Yeah, I'm fine. Thanks for asking." he answered

"Don't mention it. I'm Carla Cooper, call me Carlie." said Carlie

"Terry Komori." said Terry

'Since then, I've taken the mantle of the Scarlet Spider in LA.'image of Terry as the Scarlet Spider and beating up criminals **'**I had actually found my first love.'image of Terry and Laura kissing in Central Park 'But after my parents and Peter Parker died, I felt lost for a time. But, I came back up with help from a few people"

flashback two weeks ago Queens, New York

Terry had just came back from the funeral, with his sister and uncle packing up their stuff once they head to California tomorrow. His uncle Joe walked toward him, with a hand on Terry's shoulder

"I'm really sorry, lad." he said sadly

"I know Uncle Joe, I know." Terry said back

"Since you see us packing up, you know we're heading back tomorrow. I gotta see your sister through this, get her back on her feet." his uncle Joe told him with his sister Kim looking down

"What did dad do what they did to protect mom?" Terry replied looking down

"Terry, your old man and I believed there was a sort of morality to responsibility. His responsibility was to look after you, your sister, and your mom. I loved you both and your mother, and always prepared when you march in the world." his uncle Joe responded with his sister hugging him

"They always cared about us." said Kim

"I know, Kim." Terry told her as he went upside

Friday Queens, New York 12:36 P.M.

"Hey, Komori." said Streak with him grabbing Terry's shoulder

Terry retaliated by shoving him toward a locker, with everyone looking at them both. Streak waves his hands in surrender, meaning he didn't want to fight.

"I just came to say, that I'm sorry what happened to your parents. I'm sorry bro, I'm sorry." he pleaded with Terry letting him go and looking surprised

"Thanks." said Terry

'And that's when Streak and me were close to becoming friends, with him dating Laura almost two weeks now. She did convinced me to cut him some slack when he decked Flash Thompson, and was friends with Kenny "Kong" Mcfarlane. Then, that's when I had decided to become Spider-Man from now on. I needed to protect New York City, my playground, and my home.' thought Terry

Present day Manhatten, New York 4:29 P.M.

Sarah was waiting among the citizens in New York, for the lockdown to be over with. Suddenly, she receives a painful vision that sends falling to the ground.

"AAAAAAAHHHHH!" she screamed out as a paramedics and a S.H.I.E.L.D agent rushed in among the crowd.

"This woman is an heart-attack! We need to get her to a hospital, stat!" said one of the paramedics

"I'll order an evac!" replied the S.H.I.E.L.D.

Wyoming, 4:57 P.M.

_'TEERRRRYYYY! Venom, he's coming for you! You must- AAAAAAAAAAHHHH!.' _yelled the voice of Madame Web

Terry gasped awake by the voice of Web as he gets up from the ground, with his hand on his forehead

"Web, Sarah. I have to end this fight, in order to get back home." Terry declared as he web-zip toward a flying helicopter

Once the chopper was in the air, Terry saw the battlefield only to find it that Hydra was winning when he saw S.H.I.E.L.D forces retreating back. He jumped off and flew low, attempting to reach S.H.I.E.L.D forces. Spider-Man lands on the ground and brushed two S.H.I.E.L.D soldiers out of his way, as he walked straight for the battlefield with two more approaching him along the way.

"Hold it." the soldier said only for Spidey to walk past both of them

Another S.H.I.E.L.D soldier grabbed Spider-Man's shoulder, with Spidey smacking his hand away from him. He then took a S.H.I.E.L.D issued motorcycle and rode it into the battlefield, with heavy firepower from Hydra pouring in. Minutes earlier, here was a woman with black hair and green eyes describing the battle of Wyoming with a Empire news logo on her microphone.

"This is Ashelin Hamiltion, reporting live in the battle of Wyoming. The battle here in Wyoming, is costly! S.H.I.E.L.D forces are completing decimated! " she said in a english accent

Queens, New York

Harry, along with May Parker, Gwen Stacy, and Mary Jane Watson were watching Empire News telling the battle of Wyoming.

'With incoming hydra war machines and heavy firepower, I don't know if S.H.I.E.L.D Can hold on much later.'

Brooklyn, New York

Miles, his mom and dad were watching Empire News, with the actual footage of S.H.I.E.L.D retreating.

Utopia

Kitty Pryde along with, Jimmy Hudson, Bobby Drake, Marian Carlyle, the rest of the X-men, new members Jack Wilson twin brother of DeadPool aka Deadstroke, Leon Floyd aka Brute, Vanessa Carlysle codename Copycat, and Calvin Rankin codename Mimic were watching the battle of Wyoming on Empire News.

"Looks like S.H.I.E.L.D's screwed." said Deadstroke

"Jack, we're watching this." replied Copycat

"Besides, we don't if they're going to win." Mimic stated

"Hold up, whose that over there?" Brute responded with Kitty Pryde looking straight at the figure walking past the news woman

minutes later, Wyoming

A Hydra platoon stops marching and pointing their rifles, mainly the remaining S.H.I.E.L.D including Spider-Man. Spidey was approaching the Hydra fire squad, only with them shooting straight at the motorcycle as all S.H.I.E.L.D forces turned their attention to the battlefield. Spider-Man runs and leaps at a broken war machine, as it provided covering fire as Hydra started firing. Spider-Man creates a few web balls charged with bio-electric venom and throws them like grenades, as Spidey waits for them to go off.

THWOP ZZZZZAAATTT

Spider-Man sprung into action as he ran toward the webbed up Hydra platoon, he quickly shoots more web balls at four of them. He leaped and landed on a Hydra troopers chest, while another comes from behind attempting to shot Spider-Man. Spidey web yanks the gun and hits the soldier in front of him with a rifle butt and blasts the one from behind, with him continuing to head forward.

ZZZZZZZZZAAAAATTTTTTT

"AAAAAHHHH!"

Meanwhile, Ashelin Hamiltion and the camera man turned their attention to what the S.H.I.E.L.D forces were looking at and saw to their surprise, it was the new Spider-Man charging in alone against Hydra forces. In the battle, a Hydra troop aims his rifle at Spider-Man, in point blank range.

THWAP

Spidey webbed his face as he knee the troop in the chest and gave him an uppercut, while a Hydra troop came from behind only for Spider-Man to send a high kick to the chest

"OOF!"  
"OOF!"

Spider-Man then shot an incoming war machine with a BEV blast and used it for cover, as a Hydra squad started firing

BAMBAMBAMBAMBAMBAMBAMBAMBAMB AMBAM

CLANG CLANG CLANG CLANG

"I can't believe what I'm seeing here, Chris. The new Spider-Man is completely facing the Hydra forces right now as we speak! I've never seen anything like it!" said news woman Ashelin Hamiltion with the camera man seeing the new Spider-Man sending blows, shooting webs and BEV blasts at the Hydra forces

"It appears that Ben Grimm, David O'Kirk, and Jason Long of the reformed Fantastic Four are lending him a hand in this battle." she replied with the three members of the Fantastic Four coming on the battlefield to back up Spider-Man, along with S.H.I.E.L.D firing artillery rounds at the Hydra forces

Spider-Man grabbed a Hydra troop's rifle with his right hand and sent a left hook at the face, while he sent a swift kick to the leg to second one behind him. A third one came as Spidey web yanks the rifle and bashed the Hydra trooper in the head, along the way kicked him in the chest while the artillery rounds hit Hydra soldiers and heavy tanks. Spider-Man turns his sights at the one commanding the battalion, it was a average man in his late-thirties with a mustache in charge of the battalion. He web zip toward him and sent double kick to the Hydra commander's chest, while the Thing, Lightning, and Dr. Singularity took care of the Hydra forces. The Hydra commander pulled his pistol, only for it to be yanked with webbing. A figure yanks him behind and sends three blows toward his face, as the smoke started clearing up. Everyone watching the battlefield from New York, to Utopia, and mostly the world saw a figure approaching behind the Thing, Lightning, and Dr. Singularity. Around the entire world and mostly the United States, everybody's eyes were widened to see that it was the new Spider-Man holding the captured up Hydra commander with webbing. Then suddenly, the Ultimates appeared in front of Spider-Man with shocked looks

"What did you do, kid?" Hawkeye asked him

"Finished the fight." he answered with a determined look in his eyes under his mask


	19. Back Home

**AN: ** **one more chapter left, and it'll conclude New Ultimate Spider-Man. It also continues with the start of either Ultimate comics: Scarlet Spider or Ultimate comics: Fantastic Four. So comment or PM me on which one you would prefer. And as always, please review and enjoy**

Issue 19: Back home

Wyoming, 5:23 P.M.

S.H.I.E.L.D was taking the Hydra commander Terry dealt to a prison transport, with Giant-Woman stuffing him in their while S.H.I.E.L.D soldiers started thanking the web-head for the help.

"Spider-Man!" said a familiar voice

Spidey turned around and saw it was the president himself, Captain America who had called him. His expression was mostly a stare the most time.

"In the meeting room, now." he ordered with Spider-Man and the Ultimates following suit

"If you're going to yell at me, go ahead." he suggested with the Ultimates staring back at each other and back at Spider-Man

"You disobeyed orders, abandon your post, and ignore an retreat." stated Hawkeye

"You're stubborn, reckless, and a loose cannon. But you saved the president of the United States. Along the way, you ended the battle of Wyoming." Hawkeye concluded with Cap walking toward Terry

"Good work, soldier." he said extending his hand with a smirk and Terry shakes it

"Everyone, dismissed." replied Cap with everyone leaving the meeting room

"I wonder what's going on back home." Terry said wondering what was happening back home

Komori residence, Queens 5:48 P.M.

Harry just arrived at Terry's house expecting Sarah to be here, but this time she wasn't which surprised him.

"Hello? Sarah, are you here? It's me, Harry." he said looking around the house to see if there was anyone in

"Great, no ones' here. Terry's not here, Sarah isn't here. And I have no idea where Adam is." Harry said sighing touching the cabinet when all of a sudden

"Ow!" he said in short pain as he saw his wrist cut with sharp glass but with wide eyes saw his small wound heal itself

"Okay, this is new. But what the hell happened here?" Harry asked himself

Harry then looked down at the cabinet and saw pieces of glass from a picture of Terry's family. Harry narrowed his eyes and walked upstairs as he found Terry's room and Sara's completely trashed. Someone broke in the house, but nothing was taken. No TVs, furniture, or even personal items in the house were taken.

"Okay. Someone come to the house, but they didn't taken. But what were they looking for? And, what's happening to me?" he said staring at the once wound on his wrist

Harry decided to take care of the rooms and the mess made around the house, with him putting the picture of Terry's family in his room. Luckily, Harry noticed that Terry had a microscope and decided to use it as he put a piece of his blood on tablet. He zoomed in and found something shocked. There was a small amount of OZ compound growing from within him, but somehow different.

"OZ? But how can-" he was cut off with a ringing sound

RIIIING

The ringing was coming from the house phone, with Harry answering it

'Hello?'

'Is there a Terry Komori in?'

'No, why?'

'This is the Manhatten general hospital. We have a Sarah Thornweb that suffered a heart scare during the lock down of New York City.' Harry's eyes goes wide

'Is she alright?'

'Yes, she just has a heart scare. Who is this?'

'Barney Shaw. I'm a friend of Terry Komori.'

'Okay. If you ever contact Terry Komori, please let him know.'

'I will.' he said hanging up the phone and running out the house

Harry ran more fast than he ever thought, while he leaped off a fence with no sweat. Harry put his hood and ran toward a wall and leaped up to a rooftop. He smirked as he ran and leaped from building to building, along the way doing a little parkour Harry then decided to take a break as he jumped down off a rooftop, toward an alleyway out of plain sight. He walked out the alleyway as he hailed a taxi, while he took out his cell phone and tried to call Terry.

'Harry, what's up?'

'Terry, Sara's in the hospital. They said she had a heart scare.'

'What?! Is she alright?' he asked in a serious and worried tone

'Yeah, they say she's okay. You are still with S.H.I.E.L.D?'

'Yeah, I'll be back in a little while. Probably half an hour.'

'Good, I've already text Dante and Laurie. They'll be there before I will. And Terry, while I was at your house your rooms were trashed. Someone was there looking for something I think. But I don't who or what for that matter.'

'I do. Anyway, I'll meet there about half a hour. Later'

'You too, man.' Harry hangs up his cell

"What's going on? Who was in that house, Why were they there for, and what did they want?" Harry asked himself with a grim look on his face

Helicarrier two, 6:15 P.M.

After the call from phone, Terry had a troubled look on his face. When he heard Sara was in the hospital, above all people she was one of those that Terry worried about. He looks at the window of the crew deck, with a hard stare under his mask as one thing came across his mind.

"Venom." he growled with a dark tone


	20. Venom

**AN:**** This is the last chapter of New Ultimate Spider-Man. After this, it's either Ultimate comics: Scarlet Spider or Ultimate comics: Fantastic Four. Anyway, please review and enjoy.  
**

Issue 20: Venom

Manhatten, New York 6:00 P.M.

Venom's POV

I stand on top of a skyscraper of the Trask building, waiting for the spider to come back home and meet his end. I desired one thing and one thing only, his destruction. We wanted to end the spider before him, we wanted to end Parker! But Osborn was lucky, I only wished I killed them both. However, I discovered something while I searched his house. I took out a picture showing his parents, my parents, and the parents of my old enemy, Peter Parker.

'I am not alone. All three of our parents suffered the common fate: death. Now, it has fallen to Peter Parker, our hated enemy due to the demise of Osborn! But we have a new spider to destroy now, and his time will come.' he thought with satisfaction

"RRRRRRAAAAAAAAAAAAAHHHHHHH!" he roared as he leaped off the skyscraper, seeking on destroying the new Spider-Man

Helicarrier One, 6:47 P.M.

Spidey was getting applause from every SHIELD soldier and personnel for the battle of Wyoming, even Ashelin Hamiltion wanted an interview with him. He was in his private room, waiting to get back to New York with his. But he had his mind three things on his mind: Madame Web, Venom, and Spider-Woman.

'One, go and see Sarah at the hospital. Two, find and stop Venom. And three, talk to Jessie.' he thought with the door opening up revealing Spider-Woman as he walking toward him and took her mask off with a stare

'Oh, oh. Alright, either she's going to slap me or yell at me again. My uncle told me an old saying once: Hope for the best, plan for the worst.' he thought

"I know what I-" he's cut off with an embracing hug

Then something happened unexpected to him, she hugged him with tears in her eyes as she gripped his hair. Terry was expecting a slap or a yell from Jess, but the hug and tears was entirely something else.

"Jess, are you alright?" he asked him as he wiped the tears from her face

"No, I'm not. What were you thinking charging in like that? I was worried about you." she replied with concern

"I was only trying to finish this fight. I didn't mean to make you worrying like that." Terry explained looking her in the eye

"I know you were only trying to help, but what if you didn't make it out? What if-" Terry cuts her off with his hand gripping hers

"Jess, you know that I can get out of any situation. But this, this is something else I'm dealing with right now." he reassured her with Jess showing a worried and confused look

"What do you mean?" Jess asked confused

"I got a call from Harry, he told that Sara's in the hospital. She had a heart scare after the lock down, and she told me that Venom was coming for me." Terry explained with Jess' eyes going wide

"I have to fight him. I got to stop him." declared Terry

"No, no! Terry, you can't fight Venom! He's stronger than you think, and he's more deadly!" Jess explained with caution

"Jess, I have to try even if he's stronger than me. You know what he'll do with the ones I care about, the ones you care about." Terry stated with his hand on her face

"I know, I know. I'll go over to see if Harry and the others are okay." said Jess

"And I'll head back home real quick when we get back. Let Miles know what's going on, and watch yourself." said Terry as he and Jess kissed before she went out his room with her mask on

Manhatten general hospital, New York 8:21 P.M.

Harry was reading a magazine, while Dante and Laurie were watching the news of the battle of Wyoming aftermath in the hospital room Sarah was in. A door opened up revealing Terry in plain clothes. Laurie went toward Terry and hugged him, while Terry was looking at Sarah still in bed.

"How is she?" he asked Laurie

"She's recovery real quick, and sleeping right now. The doctor said she'll be out of the hospital in a couple of days." answered Laurie

"Hey, thanks for being here with her." said Terry

"Hey Dante, how about we get something to snack on?" replied Harry

"Yeah, let's see what's in the vending machine." Dante said getting up from the chair

"We'll leave you two alone for a minute." Harry responded with him and Dante leaving the room with both Terry and Laurie looking away from each other

"So, where were you?" she asked him with Terry looking at her

"I was in the Borough Park library, they'd just let us go after the lock down." he told her with Laurie looking back at him

"Can I ask you something?" asked Laurie

"Shoot." said Terry

"Remember when you had asked me was there something between us, and I said no?" replied Terry with a confused expression

"Yeah." he said back at her

"Did you want to be back together?" Laurie responded with Terry rubbing the back of his neck

"I'd have to say no on that. You see, I'm seeing someone." he confessed

"Do I know her and who is she?" she asked him

"Yeah, it's Jess." Terry answered with Laurie having a surprised expression

"Jess? When did you two-" Terry cuts her off

"About three days ago." he answered

"Wow, you really moved on." she said with a surprised tone

"Yeah, I kinda have." Terry said looking at the TV showing the Ultimates in the Triskelion, mostly Giant-Woman's butt and not noticing Harry and Dante came back

"That ass." Terry whispered to himself with Laurie smacking him in the back of his head

"Why'd you do that for?" he replied rubbing the back of his head

"You're with Jess, dummy." Laurie said crossing her arms and giving Terry a hard look

"I looked, I didn't touch." Terry responded with his hands in mock surrender

"Yeah, you can't blame a dude for that." Dante pointed out to Laurie as she gave him a glare

"You actually can if she's with you, or if her friends are for that matter." Harry stated

Sunday Komori residence Queens, New York 10:27 A.M.

Terry got up, yawned, and started putting on a black hooded jacket with a red t-shirt and dark blue jeans. He then put on his equip-bracer, along with his white tennis shoes.

"Peter Parker said with great power, comes great responsibility. Should that be to the people I care about, and those that rely on me? And should Sarah be one of my responsibilities? Right now, it's time to get Sarah from the hos-" he's cut off by his spider sense as he was yanked away out his window and into the backyard

Terry changed into his Spider-Man suit as he made sure no one saw him change. He now was in his Spider-Man suit as he heard a dark and familiar voice, a certain voice he didn't want to hear.

"You don't need to change your appearance in front of us, Terry." said the voice known as Venom jumping out of a tree only thing different was appearance was human like and the face was the same

"We know all your secrets, and everything about you." he said with a left jab as Terry dodged it

"You! Get out of my house! You're not welcome here!" growled Terry as he sent a high kick to Venom's face

Venom grabs him by the neck and slams him into a wall two times, while sending blows to his stomach, and face.

"Of course I am. After all, our parents knew each other." he gloated with him crashing his neck

"What are you talking about?" he asked suffocating from Venom's grasp

"Your parents and mine, were acquainted with the parents of Peter Parker." Venom explained with Terry's eyes going wide

THWIP

Spider-Man webbed Venom's face and elbowed him in the head, while sending a flash kick towards Venom. Venom in return, web yanks him and sent a strong right hook that sends him flying back. Spidey was about to hit Venom with a BEV blast when all of a sudden, Venom threw him toward a pile of boxes and covered him with symboite webbing.

THWOP THWOP THWOP THWOP

"Destroying you now would be too easy. We want to dismantle, piece by piece. After all, we know who you are Terry. And everybody close to you, Spider-Man!" he gloated as he web slings away, leaving Terry still covered in symbiotic webbing

"No, NOOOO!" he yelled out with Harry stepping out the door and running toward Terry as he broke free of the web

"What happened?" he asked Spider-Man

"Venom, that's what happened. Tell Jess Venom came here." he answered with him wiping off the web of him

"Alright, I'll check on Dante and Laurie. You find and stop whatever the hell that thing is from hurting anyone close to you, me, and Jess." Harry responded leaving with Terry web slinging away

Manhatten, New York 10:56 A.M.

Terry web slings around the city, seeing if he could spot Venom and stop him from hurting anyone close to him.

RRRIIIIIINNG RRRIIIIIING

Spider-Man sticks to a nearby building and takes out his phone and checks to see who called him, it was Jess as he answered it.

"Jess."

"Terry. Me and Miles saw Venom at the hospital Sarah was on, we stopped him but we have no idea where else he we-"

BEEEEP BEEEEP

"Hold on Jess, I got another call. Hello?"

"Terry." the voice turned out to be Harry

"Harry, did you make sure Dante and Laurie were okay?"

"Dante's alright, but I couldn't find Laurie. Dante and I are searching for her right now."

"Harry, you have to find her. Don't let that bastard take her! Get her someplace safe!"

"You got it."

"Jess, Laurie's missing."

"Oh my god, do you know where she is?"

"No, Harry and Dante are looking for her now. I'll meet you and Miles at the parade."

"Okay, get here quick."

"You know I will, babe." Terry hangs up his phone and web slings away from the building as he starts searching for Laurie

Terry stopped at a building where he saw Spider-Woman and Spider-Boy waiting for him, which a parade was going on in the city due to the victory of Wyoming. He was just about ask them did they see Laurie, until his eyes were widened to what he had saw.

'No.' he thought seeing Laurie tied up in webbing hanging off the war machine hand, with a small bruise on her face and unconscious as he stared at her comatose form

"Oh my god." Jess said with wide eyes seeing her friend in the situation as Miles saw this as well

'Hold on, Laurie.' he thought only to be stopped by Venom with a wound on his leg as Jess and Miles aiding him

"Don't worry about me! Go save Laurie!" he ordered as both Spider-Boy and Spider-Woman went to save her

"Your friends won't be able to save her, once I'm threw with her." declared Venom crushing his head

"I won't let that happen." growled Spider-Man while struggling to be free from Venom's hold

Spider-Man starts off with a leaping kick at Venom, who caught it and tossed him back toward a wall. Venom attempted to send a strong punch at Spider-Man, with him jumping away from the impact and disappeared. Venom looked left and right for the missing Spider-Man.

"Where are you, Spider-wuss? Don't you want to play a game? Spider-wuss, come out and Play!" Venom mocked only for Spider-Man to land a diving kick at the top of Venom's head

"AAAAHHH!"

"Tag, you're it!" he yelled out with him web slinging to save Laurie, but Venom web yanks him and sends him flying to an office building

Spidey sees Venom coming for him, with Spider-Man dodging the impact and catapults toward Venom.

"AARRRGGGGHHH!" Venom roared with him slashing Terry's chest with his claws

"AAAAHHH! Jackass!" he growled out

THWAP throws a desk at Venom's head and flees to save Laurie

Suddenly, Venom grabs his leg and throws toward Spider-Woman that they were almost sent crashing down. Both Spider-Man and Spider-Woman web zip and swung toward Venom sending two strong kicks to his chest, sending him to a wall. Venom punches Spider-Woman that she's sent flying down a news stand, while Spider-Man sees the webbing that was holding Laurie dissolves with Terry springing in action as he catches her in the process. Then all of a sudden, Venom appears and sends a striking blow at Spider-Man as the impact caused to drop Laurie

"NNOOOOOOOOO!" Spider-Man screamed out only for Spider-Boy to catch her and landed her safely on the ground

Terry breaks Venom's hold over him, seeing that Miles saved Laurie from falling to her death. He stared at her bruised and comatose form, seeing a broken wrist

"Thanks for the assist." he told Miles

"Don't mention it. I'll get her to a hospital, you just kick his ass." said Miles

"That's the deal, Spider-Boy." he gladly said

Venom launched a pummeling blow at Spider-Man, who in return dodges the attack and web tossed Venom toward a street light. Venom rams him up in the air and web yanks him to the ground

THUUMP

"Oof!"

FWWUTTT

Terry is grabbed by Venom and thrown toward a water tower and came through it with scratches on his suit. Venom jumps on top of the water tower, with satisfaction in his red eyes.

"We've toyed with you long-" Venom is cut off with Terry leaping and touching Venom's face with Bio-electricity glowing from his hand

ZZZZZZZZZZZAAAAAAAAAAAATTTTT 

"RRRRRRAAAAAAAAAHHHHHHHHHH!" Venom roared in pain with the symboite quickly began dissolving from it's host

Spider-Woman step in and saw Venom symboite dissolved revealing Eddie Brock, with Terry kneeling on the ground as she rushed toward him

"Terry, you're hurt!" he said with a shocked tone

"Don't worry about me, we have to see Laurie." he stated

"Okay, S.H.I.E.L.D is already here. And Miles said he dropped her off in Manhatten general. They'll take that monster away for good." she replied with her and Spider-Man web-slinging to the hospital as S.H.I.E.L.D, not before Spider-Man took a picture Venom had in his possession

Manhatten general hospital, New York 11:17 A.M.

Terry and Jess were in the room where Laurie was recuperating, with Jess putting a banquet of flowers on the cabinet beside her. Terry stared at Laurie due to the fact she was hurt by Venom, while Jess looked at him as Terry stroked her hair and left the room. Jess gripped her friend's hand, where there was a cast on it and left. Terry kneed down with his hand on his face, with Jess kneeing down and comforting her boyfriend.

"Terry." she said touching his cheek

"I know. As soon as I become Spider-Man, I know that I will make enemies. Powerful enemies." he replied grimly

"Terry no matter what we do, we can't save the ones we care in time. They'll get hurt whether we put the mask on or not." she stated sadly looking down

"Hey, we'll do whatever we can do to protect the people we care about. No matter what, we'll get through this." he responded with as he kissed her forehead

"I know, let's go." Terry declared with him and Jess leaving the hospital until

"She'll be alright, Terry." said a familiar voice to him as his eyes were widened

He turned to the direction of the voice and sees that it's Sarah being cleared by the doctor, with Terry running toward her with a hug. He sighed with relief to see Sarah alright, while Jess looked at her boyfriend relieved.

"Sarah, you're awake!" he said excited

"Yes, I'm fine. And I see you and Jessie are a couple now." she said with a smile as Terry and Jess were holding hands while the doctor left

"I should have come back. I put your life and Laurie's life in danger, I almost got you-" he's cut off by Sarah

"Hush. This wasn't your fault, You did your best to protect us. Remember, you must be ready to face whatever comes your way. But you must try to be calm, don't let rage and fear cloud your mind." she told him with Terry nodding his head

"How long til you're out?" Terry asked Madame Web

"The doctor says I'll be free in a couple of hours. I've told Harry, he'll pick me up. You can head home without me." explained Sarah

Komori Residence Queens, New York 1:17 P.M.

Terry and Jess come inside the house, with tired looks on their faces as they laid on the living room. They both sighed with Jess laying her head on Terry's chest with Terry stroking her hair as something Venom mentioned bothered him. Jess looks at Terry's face and sees he has a troubled look, in which she caressed his cheek.

"What's wrong?" she asked with a concerned tone

"Venom said something to me that has me troubled. He mentioned that his parents and mine knew each other, along with Peter's parents. I took this picture from him after the fight." he answered as he showed her the picture Venom had with wide eyes

"Oh my god, it is them. Brock was actually right." Jess said with a surprised expression

"On the back of the photo, there's a name. Henry Zellner, I haven't even heard of the guy. It's not even worth it either." Terry replied setting the picture on the living room table with Jess kissing him on the cheek

"Remember last time I was here and we were making out?" she asked him

"Yeah, you were about to say something before you got called. What was it?" he responded with both of them looking into each other eyes

"I love being with you. You're were about to say something too, what was it?" Jess replied staring into his green irises

"I love you." he confessed with Jess embracing Terry in a passionate kiss

"That may be the sweetest thing you've ever said to me." she stated

"Yeah, it kinda is. I mean being Spider-Man is amazing, spectacular even. I get bit by a genetically altered spider, I get spider super powers. I was the Scarlet Spider, and now I'm Spider-Man. Life starts changing around me, I saved people and protect the city. You know what I mean right Jess? Jess?" Terry looks down and sees her asleep

"And now my girlfriend's sleeping on me. She is so beautiful." Terry responded with as he carried Jess bridal style upstairs to his bedroom and laid her on the bed

'She's amazing. I can't believe I'm her boyfriend too.' Terry thought stroking her hair and laying beside her

"Wonder what the world will throw at me next." he concluded closing his eyes


	21. Author's note

**AN:**** I want to include that I will be do a epilogue on this story. This epilogue will mostly be the last chapter for New Ultimate Spider-Man. You'll get an insight on who the Jackal, and Dr. Zellner are in the next story. Along the way, Carnage will be in this last chapter of New Ultimate Spider-Man. After this chapter, I will finish up on my Ultimate Kick-Ass story to get it out of the way for Ultimate comics: New Ultimate Spider-Man which is the sequel to New Ultimate Spider-Man. If any of you are interested in Ultimate Kick-Ass, go ahead and check it out. I will put a few things do for two other stories after or during Ultimate Kick-Ass which are Ultimate comics: Ultimate Scarlet Spider and Ultimate comics: Ultimate Fantastic Four.**** I will place a few things do for both Ultimate comics: Scarlet Spider and Ultimate comics: Fantastic Four down.  
**

**Ulitmate comics: Scarlet Spider- Ben Reilly (Ultimate Scarlet Spider), Felicia Hardy (Ultimate Black Cat), L. Thompson Lincoln (Ultimate Tombstone), Silvero Manfredi (Ultimate Silvermane), Maximus Gargan (Ultimate Scorpion), Captain Quaid, Maria Hill, control for kingpin of New York  
**

**Ultimate comics: Fantastic Four- Sue Storm (Invisible woman), Ben Grimm (the Thing), David O'Kirk (OC Singularity), Jason Long (OC Lightning), Skrulls, Kree, Thanos, Annihulus, Blastarr, Infinity Gauntlet, Infinity gems  
**

**Alright, that's it. The epilogue for New Ultimate Spider-Man will be in either later today, or tomorrow. Stay Tuned!  
**


	22. Epilogue

**AN: Alright everyone, this is the epilogue of New Ultimate Spider-Man. And after Ultimate Kick-Ass, Ultimate comics: Scarlet Spider and Ultimate comics: Fantastic Four will get started. Anyway, please review and enjoy.****  
**

Issue 21: Epilogue

the Place, Queens, 3:19 P.M.

Terry and Jess sat on top of the roof of a certain building, where Peter Parker used as his hideout. They get a view of the town, enjoying the time that have together as a couple with Terry wrapping his arm around her waist and planting kisses on her neck.

"Easy there, handsome. No need to be too needy." she said with a chuckle

"We're not moving that fast, are we?" Terry asked in a half charming and worried tone

"No, but you are taking it slow." Jess answered with kissing his cheek

"Alright then, what do you propose?" Terry asked laying his head on Jess' lap

"Maybe we can go on a little date." she said seductively as Jess was close to Terry

"Well, I have to be persuaded first." he replied setting up with Jess landing a soft and passionate kiss on him

"Well?" she asked with a grin

"Okay, now I'm persuaded." he responded with her laughing and laying on his shoulder as she pressed her lips onto his

Unknown location, New York 9: 29 P.M.

Inside a secret laboratory, a gray-haired 50 year old man in wearing a lab coat was observing a red symboite with yellow eyes in a containment tube. Behind him was a red-haired man on a strapped table, with scars on his chest and a evil grin on his face.

"Zellner, are you done yet?" asked the red-haired man growing impatient

"Patience Cletus, this will only take a moment." Zellner explained as he stabilizes the symboite with the table moving to a caged cell

As Cletus was in the cell, the cube that hold the symboite sent it to the cell where Cletus was held in. The symboite lunged at Cletus as he screamed in pain for a moment, but suddenly shows a grin in his face. His form changing into a red ooze organism with yellow eyes and yellow veins over his body, a elongated jaw, claws, talons, and red tendrils.

"HAHAHAHAHAHAHAHAHAHA! I love this suit!" he laughed insanely

"The suit Mr. Kassidy, is a living organic being. A living organism that needs a host to survive, thus making the host stronger than ever and adapting to survive." Zellner stated

"Whatever it is, I can't wait to try this thing out!" he said with evilly

"You will soon enough, but first we must make a stop to pick up my other associate over the Brooklyn docks." said Zellner with him and Cletus leaving the lab

Brooklyn docks, New York 11:18 P.M.

"What the hell is that thing?" a tombstone thug shooting at Cletus who in return sliced his chest

RATATATATATATATATATA

SSLLLICCE

"AAAHHHHHH!"

Outside of the docks, A figure behind Zellner appeared. The figure was at least 7' feet tall with claws, and fangs. The figure revealed to be a Jackal-like being with brown fur and black pants, walking beside Zellner seeing the destruction caused in the warehouse.

"I gotta say Doc, letting Kassidy kill both Tombstone's and Scorpion's men satisfied me plently. I mean, I'm a merc mostly. But this time, I don't have to lift a finger." the half-man half-jackal hybrid said with a grin

"That's correct, Jackal. There's an old saying: kill two birds with one stone." Zellner quoted off with the warehouse burning up

"Especially if that stone is Kassidy." Jackal replied as he saw a figure stepping out of the warehouse

"Indeed." said Zellner

"Most impressive." Jackal responded with seeing Cletus Kassidy in symboite form, covering in bloodied claws carrying a bloodied human body and another as he dropped the dead bodies

"What are you going to call your symboite now, Mr. Kassidy?" he asked symboite enhanced killer

"I'll call it, Carnage." he said with satisfaction

Monday Komori residence, Queens, New York 7:31 P.M.

"Sarah, we're heading out!" Terry yelled out with him and Harry about to left the house

"Terry, a word." she shouted out

"I wonder what it is this time." Terry wondered what she wanted to tell to him about

"You do remember that little stunt you pulled in the battle of Wyoming, right?" Harry reminded with Terry letting out a groan

"How many times do I have to say it?" he sighed

"I'll meet you back at school then, good luck." Harry said leaving as Terry went to see Sarah

"Sarah, If this is about-" Sarah cuts him off

"Yes, it is."

"Okay, how many times do I-" she cuts him off again

"You need training."

"Wait, what?" he asked confused

"I said you need training. Someone who was once a member of the spider cult can achieve that for you." she explained with Terry showing a confused look

"Spider cult?" Terry said still confused

"The order I was once in. The order and I didn't see eye to eye with each other." she answered

"Okay, you and this order didn't see eye to eye. But, who is this member you wanted to trained me?" replied Terry

"After school, go to this address in upper east side and ask for a man by the name of Ezekiel Sims. Tell him the phrase: spinning web. He'll know what it means." she answered giving Terry the address on paper

"Alright then, I will." he responded as prepared to left

Midtown high, 1:17 P.M.

"She said you need to be trained?" Harry asked Terry walking to his locker

"Yeah, a dude named Ezekiel. 31st Hudson street, upper east side." Terry explained opening up his locker

"What's up with you?" he asked Harry

"I think I'm getting my powers back." Harry confused with Terry looking at him

"You mean from the OZ?" Terry replied closing his locker

"Yeah." answered Harry

"When did this happen?" Terry responded with both of them continuing walking to their next class

"While you were in Wyoming. I didn't change into my hobgoblin form either, meaning I don't have it anymore." he explained

"You probably evolving, Harry. Only it's different now." Terry stated

"I hope so." Harry concluded with both of them entering the classroom and sitting to desk

"Settle down, class. Today, we have a new student with us. So please welcome, Cheyenne Tate." the teacher said as the door opening up to reveal a dark skinned 17 year old girl with black hair and violet eyes, wearing a small purple t-shirt, black skirt, and heel boots

"She's hot." Harry told Terry with him nodding his head

"I feel like I've seen her before though." he stated with her sitting beside Terry

"Hello there, cutie." she said

"Who? Me?" Terry asked surprised and confused

"Of course handsome, who else?" Cheyenne replied staring flirtious at Terry with acting nervous

'Oh no, the new girl's flirty with me. I Got to play out this good, send someone her way.' he thought looking at Harry and back at Cheyenne

"Have you met Barney?" Terry jester by pointing at Harry

Upper east side, New York 3:22 P.M.

Terry's POV

Once I took care of a couple small crimes in Manhatten, I decided to go to the address to see Ezekiel. I web-sling down an alley way and landed on my feet, while changing out of my Spider-Man costume and walking out of the alley. I walked up to a two story apartment building, noticing an intercom beside the door. I ringed it and a gruff and old voice

"What?" the voice said

"I'm looking for Ezekiel Sims." I said

"Go away." the voice said back

"Spinning webs." I responded by saying the phrase Sarah told me

"What was that?" the voice asked

"Spinning webs." I repeated

"Come on in. Go to room 201." he said as the door was unlocked with me going inside the building and went to apartment 201

I knocked on the door, only for the door to open by itself as balled my hands to a fist in case anything unexpected. My spider-sense blared as I dodged a blow from above, only for my leg to be grabbed and thrown a table. The figure launched a kick toward my face, with me blocking the blow and kicking the figure back. I got a closer look at the figure and saw he was a white haired man wearing a green dress shirt and black dress pants, he was about bare-footed and in his early-fifties.

"How do you know that pass phrase?" he demanded

"A woman named Madame Web told it to me." I answered as he attempted to send a fist my way

I on the other hand, dodged the blow and back flipped behind him. He stared at me, trying to find out who I was.

"There's no one by that name." he replied

"How about Sarah Thornweb?" I asked him as he looked at me

"Sarah? Now, that's a name haven't heard in a long time. Come to think of it, she mentioned she needed some kid to be trained. So she means you, my name is Ezekiel Sims." he responded with a laugh

"Well, are you going to train me?" I asked him as he laughed

"No." he answered with me prepared to leave his apartment

"Next week." said Ezekiel

"What?" I said confused

"I'll train you next week." he answered

"Wow. Uh, thanks." I said surprised

"It's just a favor for Sarah, that's it." he mentioned sitting down on a counch

I opened the door and left out of the apartment building, running toward an alley and changed into my spider costume as I web-sling away and onto my date with Jess.

Manhatten, New York 5:26 P.M.

Harry POV

I was riding a cab for the day, even though I could just leap anywhere in the city. But, I decided to take a cab to a place I needed to go. The cab stopped at the destination I told him to go, the rebuild Oscorp industries building carried by the board of directors. I paid the cab and went inside Oscorp, finding out that Oscorp looks a lot different now. There were talks about robotics, genetic alterations, experiments, etc. I stopped sight seeing and heading toward the lobby.

"Excuse me, where are the board of directors?" I asked her as she glance at me for a second

"15th floor." the receptionist said with me going in the elevator and hitting 15th floor button

I arrived on the 15th floor and got out of the elevator, seeing a secretary doing the standard work a secretary normally does. I walked up to her, with a grin on my face with her looking for a second.

"I'm here to speak with the board of directors." I said

"May I ask whose asking?" she asked

"Harry Osborn." I said to see her eyes widened by the sound of my real name

Queens, New York 8:50 P.M.

Terry and Jess enjoyed their first date by going to the movies, taking a walk, and having dinner. They decided to walk to the Parker house, with both of them holding hands as they kissed for a second.

"I had a great time, tonight." Jess said with a smile

"Really? I couldn't even stand that romantic comedy we saw tonight." Terry said shrugging the thought of the movie

"Oh come on, it's what you're suppose to do with your girlfriend." she reassured her boyfriend with him showing a small grin

"I wouldn't know that, thank god I'm just right." Terry confessed with Jess laughing at his remark

"I see. Well, you know Gwen Stacy right?" Jess replied looking at Terry

"Yeah, that time May Parker wanted to meet me, Miles, and Harry. Why you ask?" he asked her with her smiling

"She has a crush on you." she answered with Terry showing a smirk at her answer

"So, she digs me huh?" he replied smiling at the sound of Gwen Stacy having a crush on him with Jess elbowing him in the chest

"Don't count on it, wise guy. Laurie and me are thinking of setting her up with Dante." she explained to him with Terry sighing

"Lucky bastard. He's going on a date with a pretty blonde girl with blue eyes. Both of us had even made a bet on which one would be first." he sighed in defeat with both Terry and Jess reaching the Parker house

"Well, that's the end of our first date." Terry stated

"And it was surprisingly good. You see tomorrow." Jess concluded as her and Terry kissed for 10 seconds as she went inside the house and winks at him as the door closes

Terry sprinted across the street and entered an alley way as a smile. He changed into his Spider-Man costume and web-slings, only with one leg up and the other leg bent swinging freely

"WHOOOO!" he yelled with a smile under his mask as he swung away


End file.
